Corporate News

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS EXEMPT DOCUMENT AND ANEXO SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE LOAN NOTES, INTERIM LOAN NOTES OR THE CONSIDERATION SHARES EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE OFFER DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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")

intended to be effected by means of a takeover offer under Part 28 of the Companies Act

Introduction

• The Independent Anexo Directors and the Joint Bidders announce that they have 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"). The Offer is intended to be effected by means of a takeover offer under and within the meaning of Part 28 of the Companies Act (the "Takeover Offer").
• 60 pence per Anexo Share (the "Tender Offer"). Details of the Tender Offer are set out in the “Return of capital by Tender Offer” section below.
• Under the terms of the Takeover Offer, Anexo Shareholders will be entitled to receive 60 pence in principal amount of non-convertible loan notes for each Anexo Share (the “Loan Note Offer”). As an alternative to the Loan Note Offer, accepting Anexo Shareholders may elect for an alternative offer (the "Alternative Offer") pursuant to which they will ultimately receive non-voting B ordinary shares in Midco, of which Bidco is a wholly owned subsidiary (a "Consideration Share"). Details of the Takeover Offer are set out in the Takeover Offer section below.

   

  Takeover Offer

• The Panel has agreed that Alan Sellers, Samantha Moss and DBAY can be deemed Joint Bidders for the purpose of the Takeover Offer. The Committed Anexo Shares, being 74,325,016 Anexo Shares, in aggregate, are held by Bidco (a newly incorporated entity jointly controlled indirectly by the Joint Bidders), which represent approximately 62.99 per cent. of the Anexo Shares in issue as at the Last Practicable Date. The Joint Bidders procured the transfer to Bidco of the Committed Anexo Shares (on the basis of a value of 60 pence per Anexo Share) prior to the date of this Announcement in return for being issued with shares in Topco, of which Bidco is an indirect subsidiary.
• The Takeover Offer will remain open for acceptance, subject to the terms of the Takeover Offer to be set out in more detail in the Offer Document, until 1.00pm on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding Business Day.
• The Takeover Offer will be conditional only upon receipt of valid acceptances which will result in Bidco and persons acting in concert with it holding Anexo Shares which, together with the Anexo Shares acquired, or agreed to be acquired, by Bidco and persons acting in concert with it before or during the Offer Period, carry, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Anexo.
• Given that Bidco already owns in excess of 50 per cent. of the voting rights exercisable at general meetings of Anexo, and there are no other conditions to the Takeover Offer, the Takeover Offer will be unconditional from the outset. The Joint Bidders intend that, upon completion of the Takeover Offer, they will seek that admission of the Company’s shares to trading on AIM be cancelled and subsequently, that the re-registration of Anexo as a private company be completed and revised articles of association be adopted.
• Anexo has also undertaken as part of the financing arrangements for the Tender Offer to, by no later than 30 September 2025 (or such later date as may be agreed with the lender), procure, subject to Anexo Shareholder approval, the cancellation of the admission of its shares to trading on AIM and, provided no application by the Anexo Shareholders is made in accordance with the terms of section 98 of the Companies Act, re-register Anexo as a private limited company.
• Information on the further terms to which the Takeover Offer will be subject is set out in Appendix I to this Announcement and will be set out in the Offer Document.
• It is intended that the Offer Document will not be posted to Anexo Shareholders until such time as acceptances under the Tender Offer have been received, Anexo Shareholders have been notified of their entitlements under the Tender Offer and, for certificated Anexo Shareholders who accept the Tender Offer, have received new share certificates representing their Anexo shareholding following the Tender Offer.
• The Takeover Offer will, by virtue of Bidco holding in excess of 50 per cent. of the voting rights discussed above, not be subject to any minimum level of acceptance and will therefore be unconditional from the outset. Therefore, accepting Anexo Shareholders will not be able to withdraw an acceptance of the Takeover Offer. Under the terms of the Takeover Offer, Anexo Shareholders will be entitled to receive:

   

  For each Anexo Share:                   60 pence in principal amount of non-convertible loan notes (the "Offer Price", as described in more detail below),

  being the "Loan Note Offer".

• The Offer Price values the entire issued and to be issued ordinary share capital of Anexo, including the Committed Anexo Shares, at approximately £70.79 million and represents a premium of 17.6 per cent. to the closing price of 51 pence per Anexo Share on 17 April 2025 (being the last Business Day before the Offer Period began).
• The Loan Note Offer consists of non-convertible loan notes that accrue payment-in-kind ("PIK") interest at 15 per cent. per annum, compounded and capitalised quarterly (the "Coupon Rate") and payable upon redemption (the "PIK Loan Notes"). The PIK Loan Notes shall only be transferable with the prior consent of Bidco and are unsecured, rank behind any other secured and unsecured obligations mandatorily preferred by applicable laws in relation to rights to returns and liquidation preference and do not carry any voting or information rights. Unless previously redeemed, the PIK Loan Notes have a maturity date of five years following the date of issue. The PIK Loan Notes will be redeemable (in their entirety) at the election of Bidco (or at the election of a Noteholder Majority upon the occurrence of an Acceleration Event or a CoC Event, or automatically upon an Insolvency Event) prior to their maturity upon payment of: (i) in the case of an election by Bidco or a CoC Event, the outstanding principal amount and the aggregate interest amount has accrued on such outstanding principal amount at the Coupon Rate as at the date of redemption; or (ii) in the case of an Acceleration Event or an Insolvency Event, the outstanding principal amount and the aggregate interest amount that would have accrued had the PIK Loan Notes remained outstanding until the maturity date.
• An overview of the terms of the PIK Loan Notes is set out in paragraph 12 of this Announcement.
• The Takeover Offer is not being offered, sold or delivered, directly or indirectly, in or into the United States. Further details in relation to Anexo Shareholders resident, or located, in the United States will be contained in the Offer Document.
• In respect of any Anexo Shareholders residing in or located in a Restricted Jurisdiction (other than the United States), Bidco may at its discretion determine that:
• no PIK Loan Notes shall be allotted to such Anexo Shareholders residing in or located in a Restricted Jurisdiction, in which case any such Anexo Shareholders shall be deemed to have not validly accepted the Loan Note Offer; and/or
• the PIK Loan Notes due to such Anexo Shareholders residing in or located in a Restricted Jurisdiction pursuant to the Loan Note Offer may be issued to a trustee to hold pending delivery to such Anexo Shareholders residing in or located in a Restricted Jurisdiction being permitted and/or (if possible under applicable law) be held by the trustee until maturity, at which point any proceeds (minus the costs of holding such PIK Loan Notes on trust) arising from redemption (in their entirety) shall be remitted to such Anexo Shareholders residing or located in a Restricted Jurisdiction.
• "Alternative Offer") pursuant to which they will ultimately receive non-voting B ordinary shares in Midco, of which Bidco is a wholly owned subsidiary (a "Consideration Share"). In order to opt into the Alternative Offer, accepting Anexo Shareholders (other than Anexo Shareholders residing in or located in a Restricted Jurisdiction) may elect to receive one loan note from Bidco (an "Interim Loan Note") for each Anexo Share held. The Interim Loan Notes will be issued by Bidco, credited as fully paid, in amounts and integral multiples equal to the Loan Note Offer. It is intended that each Interim Loan Note will be immediately exchanged for one Consideration Share by way of a call option exercised by Midco resulting in Consideration Shares being issued to those Anexo Shareholders who validly accept the Alternative Offer. The Consideration Shares will be issued within 14 days of the Effective Date. Subject to the next sentence, an Anexo Shareholder who validly accepts the Takeover Offer may elect to take up the Alternative Offer in respect of all (but not part) of their holding of Anexo Shares. If an Anexo Shareholder holds on behalf of more than one beneficial owner, such Anexo Shareholder may accept for part of his, her or its holding, provided that such acceptance represents all (but not part) of a beneficial owner or owners' entitlement to Offer Shares. The terms and conditions of the Alternative Offer and a summary of the rights attaching to the Interim Loan Notes and the Consideration Shares are set out in paragraph 13 of this Announcement. The Consideration Shares shall only be transferable with the prior consent of Topco and do not carry any voting rights.
• The Alternative Offer is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction. Further details in relation to Anexo Shareholders resident, or located, in overseas jurisdictions will be contained in the Offer Document.
• In respect of any Anexo Shareholders residing in or located in a Restricted Jurisdiction (other than the United States), Bidco may at its discretion determine that:
• no Interim Loan Notes or Consideration Shares may be allotted to such Anexo Shareholders residing in or located in a Restricted Jurisdiction, in which case any such Anexo Shareholders shall be deemed to have not validly accepted the Alternative Offer; and/or
• the Consideration Shares ultimately due to such Anexo Shareholders residing in or located in a Restricted Jurisdiction pursuant to the Alternative Offer may be issued to a trustee to hold pending delivery to such Anexo Shareholders residing in or located in a Restricted Jurisdiction being permitted and/or (if possible under applicable law) be held by the trustee until exit, at which point any proceeds (minus the costs of holding such Consideration Shares on trust) arising from such exit (in their entirety) shall be remitted to such Anexo Shareholders residing or located in a Restricted Jurisdiction. If any dividend or other distribution is authorised, declared, made or paid in respect of the Anexo Shares on or after the date of this Announcement and prior to the Effective Date (in each case other than in accordance with the terms of the Tender Offer), Bidco reserves the right to reduce the Offer Price by the amount of all or part of any such dividend or other distribution.
• The Anexo Shares to which the Takeover Offer relates do not include the Committed Anexo Shares, being 74,325,016 Anexo Shares, in aggregate, held by Bidco (a newly incorporated entity jointly controlled indirectly by the Joint Bidders), which represent approximately 62.99 per cent. of the Anexo Shares in issue as at the Last Practicable Date.
• The Joint Bidders procured the transfer to Bidco of the Committed Anexo Shares (on the basis of a value of 60 pence per Anexo Share) on or prior to the date of this Announcement in return for being issued with shares in Topco, of which Bidco is an indirect subsidiary.

  Return of capital by Tender Offer

• The Tender Offer shall be considered at a General Meeting scheduled for 10.00 am on 6 August 2025 and needs to be approved by way of an ordinary resolution (the "Tender Offer Resolution") in order to proceed.
• Bidco has committed to vote the Committed Anexo Shares (being its entire holding of 74,325,016 shares in the capital of Anexo) in favour of the Tender Offer Resolution. The Committed Anexo Shares represent over 50 per cent. of the issued share capital of Anexo, and accordingly the Tender Offer Resolution will pass. Dawn O’Brien and Rachael Wong, the Independent Anexo Directors who are interested in Anexo Shares, have each given an irrevocable undertaking to vote, or procure the voting in favour of the Tender Offer Resolution in respect of their entire beneficial holding of 631,068 Anexo Shares and have both elected not to tender any of their shares in the Tender Offer.
• Bidco has undertaken not to tender the Committed Anexo Shares into the Tender Offer.
• Anexo Shareholders who accept the Tender Offer may tender some or all of their Anexo Shares under the Tender Offer and, to the extent that the Tender Offer is oversubscribed, the accepting Anexo Shareholders' entitlements will be pro-rated. As the Joint Bidders have undertaken not to tender their Anexo Shares, £12 million is available to Eligible Shareholders who wish to tender their Anexo Shares under the Tender Offer.
• Eligible Shareholders will be entitled to tender up to 46.47 per cent. of their Anexo Shares. However, Eligible Shareholders have the option to make excess applications in respect of the Tender Offer and, in the event that other Eligible Shareholders do not take up their pro-rata entitlements, Eligible Shareholders who do make excess applications will receive a minimum of 46.47 per cent. of their Anexo Shares in cash. Subject to the number of Eligible Shareholders that do not take not up their tender entitlements, Eligible Shareholders who have made excess applications could receive up to 100 per cent. of their Anexo Shares in cash.
• The Tender Offer and the Takeover Offer will be independent of each other and will not be conditional or inter-conditional. Completion of the Tender Offer shall be subject to the condition set out in the Circular relating to Anexo Shareholders passing the Tender Offer Resolution.

  Background to and reasons for the Takeover Offer

• DBAY is a regulated investment manager licensed to conduct investment business by the Isle of Man Financial Services Authority. The firm was founded in 2011 and manages a diverse range of funds and investment vehicles for endowments, foundations and other institutional investors. With offices in Douglas and London, DBAY primarily invests in listed equities but also holds unlisted equity instruments. DBAY is committed to supporting management teams and assisting them in their efforts to grow their businesses.
• Alan Sellers has been fundamental to the development of Anexo since founding the business in 1996 and is widely recognised as a leading figure in the fields of civil litigation, personal injury and credit hire claims and clinical and professional negligence. Having joined Anexo in 2004, Samantha Moss has a unique understanding of the business and its underlying markets with a specialism in clinical and professional negligence and civil litigation, including personal injury and credit hire claims. Alan Sellers and Samantha Moss have overseen Anexo's development in recent years, having managed Anexo through its successful admission to AIM in 2018.
• DBAY agreed to acquire a minority stake in Anexo in November 2020, before taking up a position on the Anexo Board having followed the Anexo story for some time. DBAY has remained a substantial shareholder in Anexo and continues to own approximately 28.51 per cent. of Anexo's issued ordinary share capital and expressed its interest in a possible offer for Anexo in March 2021.
• DBAY previously approached Anexo in 2021. Having announced its intention not to make an offer for Anexo in August 2021, DBAY then became subject to the restrictions under Rule 2.8 of the Code for six months.
• As part of presentations to the Anexo Board by financial advisory firms in 2024, the Independent Anexo Directors, the Founders and the board representatives of DBAY were advised that admission of the Anexo Shares to trading on AIM was no longer in the best interests of Anexo, or its shareholders.
• The Joint Bidders are of the firm view that Anexo, Anexo Shareholders and its employees would be better served as a private business.
• The Joint Bidders considered their capacity to make an offer to provide minority shareholders with the opportunity to partially monetise their shareholdings and/or retain exposure to Anexo as an unquoted company, without the constraints and distractions of a listing.
• To this end, the Joint Bidders initially contemplated a contractual offer comprising cash and loan notes, with the cash element proposed to be funded by debt. However, following discussions with prospective lenders, it became apparent to the Joint Bidders that, to satisfy lenders' needs to ultimately take security over Anexo's assets, such debt funding would require any takeover offer to have a minimum acceptance condition of 75 per cent. of Anexo Shares.
• Given the structure of Anexo's share register and voting turnout at the Company’s historical annual general meetings, it also became apparent to the Joint Bidders that, while a resolution to cancel trading in the Anexo Shares may succeed, there was no guarantee that the 75 per cent. threshold under a contractual offer would be achieved. The Joint Bidders noted that, in such eventuality, minority shareholders wishing to exit the business would be deprived of any cash exit as the debt funding needed for the cash component of the Takeover Offer would not be available.
• Accordingly, the Anexo Board considered alternative structures that could provide minority shareholders wishing to exit with greater certainty of receiving the highest possible amount of cash, as well as the ability to receive loan notes if preferred. The result of these considerations is the Tender Offer. The Joint Bidders agree that the Tender Offer provides greater certainty to minority shareholders of receiving the highest possible amount of cash, and therefore the Joint Bidders have provided irrevocable undertakings that they will vote in favour of the Tender Offer but will not take up their tender entitlements in order to maximise the cash available for the minority shareholders.
• Under the Tender Offer and Takeover Offer, Anexo Shareholders will therefore have the option to:
• exit a portion of their holding in cash (with the ability to make excess tender applications) by tendering Anexo Shares in the Tender Offer;
• receive PIK Loan Notes in respect of their entire shareholding and receive a preferred return over a period of up to five years; or
• elect for the Alternative Offer in respect of their entire shareholding and thereby maintain their economic exposure to Anexo (on a look-through basis) at the same level (subject only to any dilution in respect of (i) any subsequent equity raise conducted by Midco that they are eligible to participate in where they choose not to exercise their pre-emption right; or (ii) any subsequent equity raise conducted by Midco under a management incentive plan or that is not in cash while also benefitting from certain minority protections) as was provided by the Anexo Shares in respect of which elections for the Consideration Shares have been made, while also benefitting from certain minority protections.
• Accordingly, Anexo Shareholders will have an opportunity to realise in cash a portion of their investment pursuant to the Tender Offer and then to either accept the Loan Note Offer to realise a fixed cash value at a future date or retain exposure to the enhanced prospects of Anexo under private ownership though the Alternative Offer.
• Anexo Shareholders should take their own independent financial, legal and tax advice and consider carefully the disadvantages and advantages of electing for the Loan Note Offer or the Alternative Offer (including, but not limited to, those set out in paragraph 14 of this Announcement) in light of their own financial circumstances and investment objectives.
• The Takeover Offer is being made on an unconditional basis and therefore it will become effective in accordance with the timetable to be set out in the Offer Document and will remain open for a minimum of 21 days after the date of publication of the Offer Document (or, if that day is a Saturday, Sunday or a public holiday, on the next succeeding Business Day) but will not remain open for acceptance indefinitely.

  Recommendation

• Based on the Independent Anexo Directors’ assessment, summarised in paragraph 7 of this Announcement, the Independent Anexo Directors believe that the terms of both the Tender Offer and the Takeover Offer (i) are fair and reasonable, (ii) recognise the medium-term risks and prospects of Anexo in its current form as a standalone, small-cap quoted entity, (iii) are in the best interests of Anexo’s stakeholders and (iv) provide an opportunity for Anexo Shareholders to realise value. Consequently, the Independent Anexo Directors have recommended in the Circular that Anexo Shareholders vote in favour of the Tender Offer Resolution and hereby further recommend that they accept the Takeover Offer.
• Dawn O’Brien and Rachael Wong, the Independent Anexo Directors who are interested in Anexo Shares, have each given an irrevocable undertaking to vote, or procure the voting in favour of the Tender Offer Resolution in respect of their entire beneficial holding of 631,068 Anexo Shares and have both elected not to tender any of their shares in the Tender Offer. Such Independent Anexo Directors have also each given an irrevocable undertaking to accept or procure acceptance of the Takeover Offer (or, in the event that the Takeover Offer is implemented by way of a Scheme, to vote or procure the voting in favour of the Scheme) in respect of their entire beneficial holding of 631,068 Anexo Shares and to elect to accept the Alternative Offer to receive Consideration Shares.

Joint Bidder’s Assessment

Advantages and Disadvantages

Whether the Loan Note Offer or the Alternative Offer is more beneficial to an Anexo Shareholder will depend at least in part on that Anexo Shareholder's individual tax and financial situation (including the jurisdiction in which they are tax resident), and accordingly, tax considerations have not been included in the following paragraphs which address the advantages and disadvantages of electing for the Loan Note Offer or the Alternative Offer respectively. Anexo Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect to receive the Loan Note Offer or the Alternative Offer.

Advantages of electing for the Loan Note Offer

• The PIK Loan Notes will accrue interest at the Coupon Rate and therefore may produce more stable returns than either retaining Ordinary Shares or the Consideration Shares. It is expected that the PIK Loan Notes will be capable of being redeemed for cash no later than the maturity date, giving a clear time and certain route to liquidity (noting the risks relating to the lack of security and liquidity priority set out in the ‘Disadvantages of electing for the Loan Note Offer’ section below).
• It is expected that the PIK Loan Notes would rank ahead of the Consideration Shares in a liquidation event.
• The PIK Loan Notes may be redeemed in cash prior to the maturity date either at the election of Bidco or on the occurrence of an Early Redemption, in which case, Anexo Shareholders would not have to wait until the maturity date to receive their returns.

  Disadvantages of electing for the Loan Note Offer

• In contrast to accepting the Tender Offer, until an Early Redemption or the maturity date, the holders of PIK Loan Notes will not receive any cash in respect of their PIK Loan Notes.
• The returns that may accrue under the PIK Loan Notes are capped at the Coupon Rate. In accordance with Rule 24.11 of the Code, the valuation of the PIK Loan Notes will be included in the Offer Document.
• The PIK Loan Notes are unsecured (and will therefore not be subject to any covenants) and rank behind any other secured and unsecured obligations mandatorily preferred by applicable laws in relation to the rights to return and liquidation preference so it cannot be guaranteed that redemption will occur by no later than the maturity date.
• Upon the occurrence of an Early Redemption, there is a risk that the holder of the PIK Loan Notes is not able to re-invest the proceeds at a rate greater than or equal to the Coupon Rate.

  Advantages of electing for the Alternative Offer

• The Alternative Offer allows Anexo Shareholders to participate in potential future value creation, which is uncapped and therefore might have the potential to ultimately deliver greater value than the Tender Offer and/or the Loan Note Offer (although this cannot be guaranteed and is subject to, amongst other factors, the risks as set out above).
• The Consideration Shares are advantageous for Anexo Shareholders in terms of liquidity when compared to the Anexo Shares which would continue to be held by Anexo Shareholders who do not accept the Takeover Offer as the exchange facilitates a smoother and more straightforward exit strategy for Anexo Shareholders in the future, while also ensuring that their economic exposure to Anexo is maintained on a look-through basis (assuming full take up of the Alternative Offer) at the same level as was provided by the Anexo Shares in respect of which elections for the Consideration Shares have been made.
• The Alternative Offer represents a direct investment in the Wider Anexo Group, providing continued economic exposure to Anexo under private ownership, whilst potentially offering liquidity in the future, at the same time and on the same terms as the Joint Bidders (in the event that either: (i) Topco and its affiliates cease to control Midco or sell any shares in Midco; (ii) the funds managed or advised by DBAY and the Founders, together in aggregate, cease to directly or indirectly control Topco; or (iii) DBAY and/or the Founders sell any shares in Topco, in the case of (ii) and (iii) other than a sale to an affiliate of the transferor).
• The holders of the Consideration Shares will have pre-emption rights on new issues of securities by Midco for cash (other than under any management incentive plan operated and maintained by Midco from time to time).
• The Consideration Shares will benefit from limited minority protections (unless otherwise disapplied or varied, in accordance with the Midco Articles and/or Shareholders’ Agreement), summarised in paragraph 13 as well as those prescribed by the laws of the Isle of Man.
• Other than in respect of voting, the Consideration Shares will rank pari passu economically with the Ordinary Shares in issue at the time the Consideration Shares are allotted and issued, including the right to receive and retain dividends and other distributions and returns of capital declared, made or paid by reference to a record date falling after the Effective Date.

  Disadvantages of electing for the Alternative Offer

• The Anexo Shares are currently admitted to trading on AIM, although it is intended that the Anexo Shares are delisted. Certain standards and protections afforded to shareholders in a company admitted to trading on AIM will be substantially different to a shareholding in an unlisted private company which an Anexo Shareholder would receive as a result of electing for the Alternative Offer.
• The Consideration Shares will be of uncertain value and there can be no assurance that they will be capable of being sold in the future. In accordance with Rule 24.11 of the Code, the valuation of the Consideration Shares will be included in the Offer Document.
• Except where required otherwise pursuant to applicable law, the Consideration Shares will not carry any voting rights. Therefore, the Consideration Shares will have limited influence over decisions made by the Wider Midco Group in relation its investment in Anexo or in any other business or in relation to any member of the Wider Midco Group’s or Wider Anexo Group’s strategy.
• In the event of any new issues of securities by Midco (other than for cash (not under a management incentive plan), where the relevant holder exercises it pre-emption right), holders of Consideration Shares will suffer dilution in their percentage ownership and may well also suffer dilution in the value of their Consideration Shares since such further issues may reduce any net return derived by the Consideration Shares when compared to any such net return that might otherwise have been derived had Midco not issued those securities. This dilution and reduction may be significant. The precise numbers of securities that may be issued by Midco from time to time cannot be ascertained at the date of this Announcement and will depend on a variety of factors including those described above. For example:
  • holders of Consideration Shares will not be entitled to participate in any issues of securities to actual or potential employees, directors, officers or consultants of Midco (whether of the same or different classes to the Consideration Shares). This is important since the Joint Bidders may introduce one or more management incentive plans for actual or potential employees, directors, officers and consultants of the Wider Midco Group after the Effective Date;
  • management incentive plans generally provide participants with a significant interest in securities in Midco, and, if one is introduced, it may result in a significant dilution of the Consideration Shares. In addition, Midco may not receive material cash sums on the issue of such securities and the returns on those securities may potentially be structured to increase their proportionate interest in the value of the Wider Midco Group as it increases in value (whether pursuant to a ratchet mechanism or otherwise). These issues of securities may occur initially following the Offer, but further issues are likely in the future as the Wider Midco Group expands (whether as a result of acquisitions or organic growth or otherwise); and
  • similarly, holders of Consideration Shares will not be entitled to participate in issues of securities by Midco in consideration for, or in connection with, its acquisition of other assets, companies or all or part of any other businesses or undertakings (for example, if the Wider Midco Group expands).
• The Consideration Shares, which accepting Anexo Shareholders (other than Anexo Shareholders resident or located in a Restricted Jurisdiction) will hold following the exchange of the Interim Loan Notes, as described in paragraph 13 of this Announcement, are unlisted and will not be admitted to trading on any stock exchange and will therefore, be illiquid.
• The value of the Consideration Shares will depend on the future performance of the Anexo business. This remains uncertain and could result in the amount received on any exit or future transfer of Consideration Shares being more or less than the cash consideration payable to Anexo Shareholders under the Tender Offer, or the value of the PIK Loan Notes upon their redemption. There can be no certainty or guarantee as to the performance of the Wider Midco Group following the Effective Date. Past performance cannot be relied upon as an indication of future performance.
• The holders of Consideration Shares may be required to sell their Consideration Shares pursuant to the exercise of 'drag-along' provisions in the Midco Articles by other Midco Shareholders (as further summarised in paragraph 13 of this Announcement). Any transfer involving the application of 'drag-along' rights may be at a value that is more or less than the value of the Tender Offer or the PIK Loan Notes upon their redemption.
• Where other Midco Shareholders elect to sell Midco Shares, 'tag-along' rights may apply entitling holders of Consideration Shares to participate in the relevant transfer (as further summarised in paragraph 13 of this Announcement). However, such 'tag-along' rights are subject to a number of exclusions, including in relation to customary permitted transfers to affiliates. Holders of Consideration Shares who exercise the 'tag-along' rights will be required to provide limited warranties with regards to title and capacity.
• Payments in respect of the Consideration Shares will not be guaranteed or secured and any return of proceeds, whether in connection with their redemption or otherwise, will be paid net of costs incurred by the Wider Midco Group with respect to such return of proceeds.
• The precise numbers of securities that may be issued by Bidco from time to time cannot be ascertained at the date of this Announcement and will depend on a variety of factors including those described above.

Interaction with Tender Offer

• The Independent Anexo Directors and Joint Bidders strongly recommend that, in deciding whether or not to take up the Tender Offer and/or elect for the Loan Note Offer and/or Alternative Offer, Eligible Shareholders should take their own independent financial, legal and tax advice in light of their own personal circumstances and investment objectives. Any decision to elect for the Loan Note Offer and/or Alternative Offer should be based on independent financial, tax and legal advice and full consideration of the terms of the Tender Offer, this Announcement and the Offer Document (when published).
• As part of such considerations, Eligible Shareholders should consider the following:
• for those Anexo Shareholders wishing to maximise the amount of cash they receive for their Anexo Shares, such Anexo Shareholders should note that only the Tender Offer (and not the Loan Note Offer or Alternative Offer) will provide (subject to, among other things, its approval by Anexo Shareholders) a guaranteed cash payment to Eligible Shareholders in respect of their basic entitlement under the Tender Offer;
• Eligible Shareholders will have the ability to make excess tender applications over and above their basic entitlement of approximately 46.47 per cent. of their holding of Anexo Shares. While the success of such excess tender applications depends on the basic and excess tender applications by other Eligible Shareholders, in the event that such excess tender applications are successful, Eligible Shareholders will receive cash proceeds in excess of their basic entitlement;
• for those Anexo Shareholders that wish to remain invested in Anexo in respect of their full shareholding, they should not participate in the Tender Offer;
• for Anexo Shareholders that either do not participate in the Tender Offer or hold any remaining Anexo Shares post the Tender Offer, they will have the opportunity to accept either the Loan Note Offer or the Alternative Offer in respect of their remaining Anexo Shares;
• in the circumstances where following the Takeover Offer, the Joint Bidders procure the delisting of the Anexo Shares from AIM, Anexo Shareholders should note that, in the event of a future exit by the Joint Bidders, only the Loan Note Offer and the Alternative Offer will provide guaranteed liquidity for their investment (albeit providing no guarantee of its future value);
• conversely, in the event of a future exit by the Joint Bidders, any Anexo Shareholders that choose to retain their existing Anexo Shares will not have any guarantee of liquidity for their Anexo Shares (nor any guarantee of their future value); and
• for those Anexo Shareholders wishing to benefit from the liquidity rights provided by the Loan Note Offer and the Alternative Offer as referenced above, Anexo Shareholders should note that only the PIK Loan Notes will provide a preferred (albeit capped) return, whereas only the Alternative Offer will provide full equivalent economic exposure to the future performance of the Anexo business as existing Anexo Shares.
• Eligible Shareholders should note that they are required to accept neither the Tender Offer, nor the Loan Note Offer, nor the Alternative Offer in respect of their Anexo Shares and, so as long as Anexo Shares remain admitted to trading on AIM, Anexo Shareholders will continue to benefit from all their shareholder rights, including the ability to sell their Anexo Shares in the open market. However, Eligible Shareholders’ attention is drawn to the intention of the Joint Bidders to seek, and the undertaking of Anexo to procure (subject to Anexo Shareholder approval), the cancellation of the admission to trading on AIM (see paragraph 20 of this Announcement).
• Eligible shareholders should note that only the PIK Loan Notes and the Consideration Shares will benefit from the exit provisions, being the cash redemption provisions for the PIK Loan Notes and the ‘tag-along’ and ‘drag along’ provisions for the Consideration Shares.
• Eligible shareholders will only have certainty to immediately realise in cash a portion of their holding of Anexo Shares via the Tender Offer, and to have the exposure to the potential upside of the new private ownership model through acceptance of either the Loan Note Offer or the Alternative Offer.
• Anexo Shareholders should note that the Takeover Offer is unconditional and any remaining Anexo Shareholders who do not take up the Takeover Offer will become minority shareholders in a majority-controlled company. Accordingly, there can be no certainty that, among other things, Anexo will pay any further dividends or other distributions.
• In addition, there can also be no certainty that such minority Anexo Shareholders will have an opportunity to sell their Anexo Shares on terms which are equivalent to or no less advantageous than those under the Tender Offer, nor to exchange their Anexo Shares for PIK Loan Notes or Consideration Shares on terms which are equivalent to or no less advantageous than under the Loan Note Offer or Alternative Offer respectively.
• The Joint Bidders have indicated that they intend to seek cancellation of admission of the Company's shares to trading on AIM. Should such cancellation occur, this would have a marked negative impact on the ability of Anexo Shareholders to sell their shares and would materially impact the protections afforded to Anexo Shareholders.
• In the event that the Joint Bidders are not able to effect a cancellation of trading in the Company's shares, in view of the size of the Joint Bidders’ resultant shareholding in the Company and their associated control over the Company, appetite for Anexo Shares from new investors may also be significantly negatively impacted.

  Irrevocable Undertakings and support for the Takeover Offer

• Dawn O’Brien and Rachael Wong, the Independent Anexo Directors who are interested in Anexo Shares, have each given an irrevocable undertaking to vote or procure the voting in favour of the Tender Offer Resolution in respect of their entire beneficial holding of 631,068 Anexo Shares and have both elected not to tender any of their shares in the Tender Offer. Such Independent Anexo Directors have also each given an irrevocable undertaking to accept or procure acceptance of the Takeover Offer (or, in the event that the Offer is implemented by way of a Scheme, to vote or procure the voting in favour of the Scheme) in respect of their entire beneficial holding of 631,068 Anexo Shares and to elect to accept the Alternative Offer to receive Consideration Shares.
• Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

  General

• It is intended that the Offer will be implemented by means of the Takeover Offer, further details of which are contained in the full text of this Announcement and will be set out in the Offer Document. However, Bidco reserves the right, with the consent of the Panel and Anexo to implement the Offer by way of a Scheme.
• The Takeover Offer will be subject to certain further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance.
• The Offer Document will include further information about the PIK Loan Notes, the Loan Note Offer, the Interim Loan Notes, the Consideration Shares, the Alternative Offer and the Takeover Offer. The Offer Document will be dispatched to Anexo Shareholders no later than 28 days after the date of this Announcement, unless extended by Anexo with the consent of the Panel.
• The Joint Bidders and Bidco intend to seek to cancel trading in Anexo Shares on AIM following the Effective Date which would eliminate the liquidity and marketability of any Anexo Shares in respect of which the Takeover Offer has not been accepted at that time. This would require the consent of not less than 75 per cent. of Anexo Shareholders voting in a general meeting, or a derogation to be granted by AIM from the requirement to obtain such consent.
• The Independent Anexo Directors strongly recommend that, in deciding whether or not to elect for the Alternative Offer, Anexo Shareholders should take their own independent financial, legal and tax advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer (including, but not limited to, those set out in paragraph 14 of this Announcement) in light of their own financial circumstances and investment objectives.
• Anexo Shareholders should also ascertain whether acquiring or holding the Consideration Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether the Consideration Shares are a suitable investment in light of their own personal circumstances. Anexo Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and, to the extent available in such Anexo Shareholder's jurisdiction, consideration of the Offer Document (once published).
• Before the date of this Announcement, Anexo agreed to waive certain provisions of the relationship agreement entered into on 15 June 2018 between Anexo, Arden Partners and Alan Sellers in order to enable Anexo to more effectively pursue the delisting of the Anexo Shares from AIM.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).

The Takeover Offer will be subject to certain further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement, Appendix III to this Announcement contains a summary of the irrevocable undertakings received in relation to the Offer and Appendix IV to this Announcement contains definitions of certain expressions used in this Announcement.

Important Notices

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.

The Takeover Offer will be implemented solely pursuant to the terms of the Offer Document (or in the event that the Offer is to be implemented by means of a Scheme, the Scheme Document), which will contain 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 the 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 carefully once it has been dispatched.

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

This Announcement has been prepared for the purpose of complying with English law 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 the United Kingdom.

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 will be contained in 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).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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) of the Code applies must be made by no later than 3:30pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30pm (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 one per cent. 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, save to the extent that these details have previously been Disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30pm (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 normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code). 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 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.

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 by no later than 12:00pm (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the content of such website is not incorporated into, and does 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 8:30am and 5:30pm, 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.

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.

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")

intended to be effected by means of a takeover offer under Part 28 of the Companies Act

Introduction

The Independent Anexo Directors and the Joint Bidders announce that they have 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"). The Offer is intended to be effected by means of a takeover offer under and within the meaning of Part 28 of the Companies Act (the "Takeover Offer").

On the date of this Announcement, the Independent Anexo Directors have also announced that a circular (the "Circular") will be sent to Anexo Shareholders later today detailing the proposed return of up to £12 million in cash to Eligible Shareholders by way of a tender offer at 60 pence per Anexo Share (the "Tender Offer"). Details of the Tender Offer are set out in the “Return of capital by Tender Offer” section below.

Under the terms of the Takeover Offer, Anexo Shareholders will be entitled to receive 60 pence in principal amount of non-convertible loan notes for each Anexo Share (the “Loan Note Offer”). As an alternative to the Loan Note Offer, accepting Anexo Shareholders may elect for an alternative offer (the "Alternative Offer") pursuant to which they will ultimately receive non-voting B ordinary shares in Midco, of which Bidco is a wholly owned subsidiary (a "Consideration Share"). Details of the Takeover Offer are set out in the Takeover Offer section below.

Takeover Offer

The Panel has agreed that Alan Sellers, Samantha Moss and DBAY can be deemed Joint Bidders for the purpose of the Takeover Offer. The Committed Anexo Shares, being 74,325,016 Anexo Shares, in aggregate, are held by Bidco (a newly incorporated entity jointly controlled indirectly by the Joint Bidders), which represent approximately 62.99 per cent. of the Anexo Shares in issue as at the Last Practicable Date. The Joint Bidders procured the transfer to Bidco of the Committed Anexo Shares (on the basis of a value of 60 pence per Anexo Share) prior to the date of this Announcement in return for being issued with shares in Topco, of which Bidco is an indirect subsidiary.

The Takeover Offer will remain open for acceptance, subject to the terms of the Takeover Offer to be set out in more detail in the Offer Document, until 1.00pm on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding Business Day.

The Takeover Offer will be conditional only upon receipt of valid acceptances which will result in Bidco and persons acting in concert with it holding Anexo Shares which, together with the Anexo Shares acquired, or agreed to be acquired, by Bidco and persons acting in concert with it before or during the Offer Period, carry, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Anexo.

Given that Bidco already owns in excess of 50 per cent. of the voting rights exercisable at general meetings of Anexo, and there are no other conditions to the Takeover Offer, the Takeover Offer will be unconditional from the outset. The Joint Bidders intend that, upon completion of the Takeover Offer, they will seek that admission of the Company’s shares to trading on AIM be cancelled and subsequently, that the re-registration of Anexo as a private company be completed and revised articles of association be adopted.

Anexo has also undertaken as part of the financing arrangements for the Tender Offer to, by no later than 30 September 2025 (or such later date as may be agreed with the lender), procure, subject to Anexo Shareholder approval, the cancellation of the admission of its shares to trading on AIM and, provided no application by the Anexo Shareholders is made in accordance with the terms of section 98 of the Companies Act, re-register Anexo as a private limited company.

Information on the further terms to which the Takeover Offer will be subject is set out in Appendix I to this Announcement and will be set out in the Offer Document.

It is intended that the Offer Document will not be posted to Anexo Shareholders until such time as acceptances under the Tender Offer have been received, Anexo Shareholders have been notified of their entitlements under the Tender Offer and, for certificated Anexo Shareholders who accept the Tender Offer, have received new share certificates representing their Anexo shareholding following the Tender Offer.

The Takeover Offer will, by virtue of Bidco holding in excess of 50 per cent. of the voting rights discussed above, not be subject to any minimum level of acceptance and will therefore be unconditional from the outset. Therefore, accepting Anexo Shareholders will not be able to withdraw an acceptance of the Takeover Offer. Under the terms of the Takeover Offer, Anexo Shareholders will be entitled to receive:

For each Anexo Share:              60 pence in principal amount of non-convertible loan notes (the "Offer Price", as described in more detail below),

being the "Loan Note Offer".

The Offer Price values the entire issued and to be issued ordinary share capital of Anexo, including the Committed Anexo Shares, at approximately £70.79 million and represents a premium of 17.6 per cent. to the closing price of 51 pence per Anexo Share on 17 April 2025 (being the last Business Day before the Offer Period began).

The Loan Note Offer consists of non-convertible loan notes that accrue payment-in-kind ("PIK") interest at 15 per cent. per annum, compounded and capitalised quarterly (the "Coupon Rate") and payable upon redemption (the "PIK Loan Notes"). The PIK Loan Notes shall only be transferable with the prior consent of Bidco and are unsecured, rank behind any other secured and unsecured obligations mandatorily preferred by applicable laws in relation to rights to returns and liquidation preference and do not carry any voting or information rights. Unless previously redeemed, the PIK Loan Notes have a maturity date of five years following the date of issue. The PIK Loan Notes will be redeemable (in their entirety) at the election of Bidco (or at the election of a Noteholder Majority upon the occurrence of an Acceleration Event or a CoC Event, or automatically upon an Insolvency Event) prior to their maturity upon payment of: (i) in the case of an election by Bidco or a CoC Event, the outstanding principal amount and the aggregate interest amount has accrued on such outstanding principal amount at the Coupon Rate as at the date of redemption; or (ii) in the case of an Acceleration Event or an Insolvency Event, the outstanding principal amount and the aggregate interest amount that would have accrued had the PIK Loan Notes remained outstanding until the maturity date.

An overview of the terms of the PIK Loan Notes is set out in paragraph 12 of this Announcement.

The Takeover Offer is not being offered, sold or delivered, directly or indirectly, in or into the United States. Further details in relation to Anexo Shareholders resident, or located, in the United States will be contained in the Offer Document.

In respect of any Anexo Shareholders residing in or located in a Restricted Jurisdiction (other than the United States), Bidco may at its discretion determine that:

no PIK Loan Notes shall be allotted to such Anexo Shareholders residing in or located in a Restricted Jurisdiction, in which case any such Anexo Shareholders shall be deemed to have not validly accepted the Loan Note Offer; and/or

the PIK Loan Notes due to such Anexo Shareholders residing in or located in a Restricted Jurisdiction pursuant to the Loan Note Offer may be issued to a trustee to hold pending delivery to such Anexo Shareholders residing in or located in a Restricted Jurisdiction being permitted and/or (if possible under applicable law) be held by the trustee until maturity, at which point any proceeds (minus the costs of holding such PIK Loan Notes on trust) arising from redemption (in their entirety) shall be remitted to such Anexo Shareholders residing or located in a Restricted Jurisdiction.

As an alternative to the Loan Note Offer, accepting Anexo Shareholders may elect for an alternative offer (the "Alternative Offer") pursuant to which they will ultimately receive non-voting B ordinary shares in Midco, of which Bidco is a wholly owned subsidiary (a "Consideration Share"). In order to opt into the Alternative Offer, accepting Anexo Shareholders (other than Anexo Shareholders residing in or located in a Restricted Jurisdiction) may elect to receive one loan note from Bidco (an "Interim Loan Note") for each Anexo Share held. The Interim Loan Notes will be issued by Bidco, credited as fully paid, in amounts and integral multiples equal to the Loan Note Offer. It is intended that each Interim Loan Note will be immediately exchanged for one Consideration Share by way of a call option exercised by Midco resulting in Consideration Shares being issued to those Anexo Shareholders who validly accept the Alternative Offer. The Consideration Shares will be issued within 14 days of the Effective Date. Subject to the next sentence, an Anexo Shareholder who validly accepts the Takeover Offer may elect to take up the Alternative Offer in respect of all (but not part) of their holding of Anexo Shares. If an Anexo Shareholder holds on behalf of more than one beneficial owner, such Anexo Shareholder may accept for part of his, her or its holding, provided that such acceptance represents all (but not part) of a beneficial owner or owners' entitlement to Offer Shares. The terms and conditions of the Alternative Offer and a summary of the rights attaching to the Interim Loan Notes and the Consideration Shares are set out in paragraph 13 of this Announcement. The Consideration Shares shall only be transferable with the prior consent of Topco and do not carry any voting rights.

The Alternative Offer is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction. Further details in relation to Anexo Shareholders resident, or located, in overseas jurisdictions will be contained in the Offer Document.

In respect of any Anexo Shareholders residing in or located in a Restricted Jurisdiction (other than the United States), Bidco may at its discretion determine that:

no Interim Loan Notes or Consideration Shares may be allotted to such Anexo Shareholders residing in or located in a Restricted Jurisdiction, in which case any such Anexo Shareholders shall be deemed to have not validly accepted the Alternative Offer; and/or

the Consideration Shares ultimately due to such Anexo Shareholders residing in or located in a Restricted Jurisdiction pursuant to the Alternative Offer may be issued to a trustee to hold pending delivery to such Anexo Shareholders residing in or located in a Restricted Jurisdiction being permitted and/or (if possible under applicable law) be held by the trustee until exit, at which point any proceeds (minus the costs of holding such Consideration Shares on trust) arising from such exit (in their entirety) shall be remitted to such Anexo Shareholders residing or located in a Restricted Jurisdiction. If any dividend or other distribution is authorised, declared, made or paid in respect of the Anexo Shares on or after the date of this Announcement and prior to the Effective Date (in each case other than in accordance with the terms of the Tender Offer), Bidco reserves the right to reduce the Offer Price by the amount of all or part of any such dividend or other distribution.

The Anexo Shares to which the Takeover Offer relates do not include the Committed Anexo Shares, being 74,325,016 Anexo Shares, in aggregate, held by Bidco (a newly incorporated entity jointly controlled indirectly by the Joint Bidders), which represent approximately 62.99 per cent. of the Anexo Shares in issue as at the Last Practicable Date.

The Joint Bidders procured the transfer to Bidco of the Committed Anexo Shares (on the basis of a value of 60 pence per Anexo Share) on or prior to the date of this Announcement in return for being issued with shares in Topco, of which Bidco is an indirect subsidiary.

Return of capital by Tender Offer

The Tender Offer shall be considered at a General Meeting scheduled for 10.00 am on 6 August 2025 and needs to be approved by way of an ordinary resolution (the "Tender Offer Resolution") in order to proceed.

Bidco has committed to vote the Committed Anexo Shares (being its entire holding of 74,325,016 shares in the capital of Anexo) in favour of the Tender Offer Resolution. The Committed Anexo Shares represent over 50 per cent. of the issued share capital of Anexo, and accordingly the Tender Offer Resolution will pass. Dawn O’Brien and Rachael Wong, the Independent Anexo Directors who are interested in Anexo Shares, have each given an irrevocable undertaking to vote, or procure the voting in favour of the Tender Offer Resolution in respect of their entire beneficial holding of 631,068 Anexo Shares and have both elected not to tender any of their shares in the Tender Offer.

Bidco has undertaken not to tender the Committed Anexo Shares into the Tender Offer.

Anexo Shareholders who accept the Tender Offer may tender some or all of their Anexo Shares under the Tender Offer and, to the extent that the Tender Offer is oversubscribed, the accepting Anexo Shareholders' entitlements will be pro-rated. As the Joint Bidders have undertaken not to tender their Anexo Shares, £12 million is available to Eligible Shareholders who wish to tender their Anexo Shares under the Tender Offer.

Eligible Shareholders will be entitled to tender up to 46.47 per cent. of their Anexo Shares. However, Eligible Shareholders have the option to make excess applications in respect of the Tender Offer and, in the event that other Eligible Shareholders do not take up their pro-rata entitlements, Eligible Shareholders who do make excess applications will receive a minimum of 46.47 per cent. of their Anexo Shares in cash. Subject to the number of Eligible Shareholders that do not take not up their tender entitlements, Eligible Shareholders who have made excess applications could receive up to 100 per cent. of their Anexo Shares in cash.

The Tender Offer and the Takeover Offer will be independent of each other and will not be conditional or inter-conditional. Completion of the Tender Offer shall be subject to the condition set out in the Circular relating to Anexo Shareholders passing the Tender Offer Resolution.

Background to and reasons for the Takeover Offer

DBAY is a regulated investment manager licensed to conduct investment business by the Isle of Man Financial Services Authority. The firm was founded in 2011 and manages a diverse range of funds and investment vehicles for endowments, foundations and other institutional investors. With offices in Douglas and London, DBAY primarily invests in listed equities but also holds unlisted equity instruments. DBAY is committed to supporting management teams and assisting them in their efforts to grow their businesses.

Alan Sellers has been fundamental to the development of Anexo since founding the business in 1996 and is widely recognised as a leading figure in the fields of civil litigation, personal injury and credit hire claims and clinical and professional negligence. Having joined Anexo in 2004, Samantha Moss has a unique understanding of the business and its underlying markets with a specialism in clinical and professional negligence and civil litigation, including personal injury and credit hire claims. Alan Sellers and Samantha Moss have overseen Anexo's development in recent years, having managed Anexo through its successful admission to AIM in 2018.

DBAY agreed to acquire a minority stake in Anexo in November 2020, before taking up a position on the Anexo Board having followed the Anexo story for some time. DBAY has remained a substantial shareholder in Anexo and continues to own approximately 28.51 per cent. of Anexo's issued ordinary share capital and expressed its interest in a possible offer for Anexo in March 2021.

DBAY previously approached Anexo in 2021. Having announced its intention not to make an offer for Anexo in August 2021, DBAY then became subject to the restrictions under Rule 2.8 of the Code for six months.

As part of presentations to the Anexo Board by financial advisory firms in 2024, the Independent Anexo Directors, the Founders and the board representatives of DBAY were advised that admission of the Anexo Shares to trading on AIM was no longer in the best interests of Anexo, or its shareholders.

The Joint Bidders are of the firm view that Anexo, Anexo Shareholders and its employees would be better served as a private business.

The Joint Bidders considered their capacity to make an offer to provide minority shareholders with the opportunity to partially monetise their shareholdings and/or retain exposure to Anexo as an unquoted company, without the constraints and distractions of a listing.

To this end, the Joint Bidders initially contemplated a contractual offer comprising cash and loan notes, with the cash element proposed to be funded by debt. However, following discussions with prospective lenders, it became apparent to the Joint Bidders that, to satisfy lenders' needs to ultimately take security over Anexo's assets, such debt funding would require any takeover offer to have a minimum acceptance condition of 75 per cent. of Anexo Shares.

Given the structure of Anexo's share register and voting turnout at the Company’s historical annual general meetings, it also became apparent to the Joint Bidders that, while a resolution to cancel trading in the Anexo Shares may succeed, there was no guarantee that the 75 per cent. threshold under a contractual offer would be achieved. The Joint Bidders noted that, in such eventuality, minority shareholders wishing to exit the business would be deprived of any cash exit as the debt funding needed for the cash component of the Takeover Offer would not be available.

Accordingly, the Anexo Board considered alternative structures that could provide minority shareholders wishing to exit with greater certainty of receiving the highest possible amount of cash, as well as the ability to receive loan notes if preferred. The result of these considerations is the Tender Offer. The Joint Bidders agree that the Tender Offer provides greater certainty to minority shareholders of receiving the highest possible amount of cash, and therefore the Joint Bidders have provided irrevocable undertakings that they will vote in favour of the Tender Offer but will not take up their tender entitlements in order to maximise the cash available for the minority shareholders.

Under the Tender Offer and Takeover Offer, Anexo Shareholders will therefore have the option to:

• exit a portion of their holding in cash (with the ability to make excess tender applications) by tendering Anexo Shares in the Tender Offer;
• receive PIK Loan Notes in respect of their entire shareholding and receive a preferred return over a period of up to five years; or
• elect for the Alternative Offer in respect of their entire shareholding and thereby maintain their economic exposure to Anexo (on a look-through basis) at the same level (subject only to any dilution in respect of (i) any subsequent equity raise conducted by Midco that they are eligible to participate in where they choose not to exercise their pre-emption right; or (ii) any subsequent equity raise conducted by Midco under a management incentive plan or that is not in cash while also benefitting from certain minority protections) as was provided by the Anexo Shares in respect of which elections for the Consideration Shares have been made, while also benefitting from certain minority protections.

Accordingly, Anexo Shareholders will have an opportunity to realise in cash a portion of their investment pursuant to the Tender Offer and then to either accept the Loan Note Offer to realise a fixed cash value at a future date or retain exposure to the enhanced prospects of Anexo under private ownership though the Alternative Offer.

Anexo Shareholders should take their own independent financial, legal and tax advice and consider carefully the disadvantages and advantages of electing for the Loan Note Offer or the Alternative Offer (including, but not limited to, those set out in paragraph 14 of this Announcement) in light of their own financial circumstances and investment objectives.

The Takeover Offer is being made on an unconditional basis and therefore it will become effective in accordance with the timetable to be set out in the Offer Document and will remain open for a minimum of 21 days after the date of publication of the Offer Document (or, if that day is a Saturday, Sunday or a public holiday, on the next succeeding Business Day) but will not remain open for acceptance indefinitely.

Recommendation

• Based on the Independent Anexo Directors’ assessment, summarised in paragraph 7 of this Announcement, the Independent Anexo Directors believe that the terms of both the Tender Offer and the Takeover Offer (i) are fair and reasonable, (ii) recognise the medium-term risks and prospects of Anexo in its current form as a standalone, small-cap quoted entity, (iii) are in the best interests of Anexo’s stakeholders and (iv) provide an opportunity for Anexo Shareholders to realise value. Consequently, the Independent Anexo Directors have recommended in the Circular that Anexo Shareholders vote in favour of the Tender Offer Resolution and hereby further recommend that they accept the Takeover Offer.
• Dawn O’Brien and Rachael Wong, the Independent Anexo Directors who are interested in Anexo Shares, have each given an irrevocable undertaking to vote, or procure the voting in favour of the Tender Offer Resolution in respect of their entire beneficial holding of 631,068 Anexo Shares and have both elected not to tender any of their shares in the Tender Offer. Such Independent Anexo Directors have also each given an irrevocable undertaking to accept or procure acceptance of the Takeover Offer (or, in the event that the Takeover Offer is implemented by way of a Scheme, to vote or procure the voting in favour of the Scheme) in respect of their entire beneficial holding of 631,068 Anexo Shares and to elect to accept the Alternative Offer to receive Consideration Shares.

Joint Bidder’s Assessment

Advantages and Disadvantages

Whether the Loan Note Offer or the Alternative Offer is more beneficial to an Anexo Shareholder will depend at least in part on that Anexo Shareholder's individual tax and financial situation (including the jurisdiction in which they are tax resident), and accordingly, tax considerations have not been included in the following paragraphs which address the advantages and disadvantages of electing for the Loan Note Offer or the Alternative Offer respectively. Anexo Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect to receive the Loan Note Offer or the Alternative Offer.

Advantages of electing for the Loan Note Offer

The PIK Loan Notes will accrue interest at the Coupon Rate and therefore may produce more stable returns than either retaining Ordinary Shares or the Consideration Shares. It is expected that the PIK Loan Notes will be capable of being redeemed for cash no later than the maturity date, giving a clear time and certain route to liquidity (noting the risks relating to the lack of security and liquidity priority set out in the ‘Disadvantages of electing for the Loan Note Offer’ section below).

It is expected that the PIK Loan Notes would rank ahead of the Consideration Shares in a liquidation event.

The PIK Loan Notes may be redeemed in cash prior to the maturity date either at the election of Bidco or on the occurrence of an Early Redemption, in which case, Anexo Shareholders would not have to wait until the maturity date to receive their returns.

Disadvantages of electing for the Loan Note Offer

In contrast to accepting the Tender Offer, until an Early Redemption or the maturity date, the holders of PIK Loan Notes will not receive any cash in respect of their PIK Loan Notes.

The returns that may accrue under the PIK Loan Notes are capped at the Coupon Rate. In accordance with Rule 24.11 of the Code, the valuation of the PIK Loan Notes will be included in the Offer Document.

The PIK Loan Notes are unsecured (and will therefore not be subject to any covenants) and rank behind any other secured and unsecured obligations mandatorily preferred by applicable laws in relation to the rights to return and liquidation preference so it cannot be guaranteed that redemption will occur by no later than the maturity date.

Upon the occurrence of an Early Redemption, there is a risk that the holder of the PIK Loan Notes is not able to re-invest the proceeds at a rate greater than or equal to the Coupon Rate.

Advantages of electing for the Alternative Offer

The Alternative Offer allows Anexo Shareholders to participate in potential future value creation, which is uncapped and therefore might have the potential to ultimately deliver greater value than the Tender Offer and/or the Loan Note Offer (although this cannot be guaranteed and is subject to, amongst other factors, the risks as set out above).

The Consideration Shares are advantageous for Anexo Shareholders in terms of liquidity when compared to the Anexo Shares which would continue to be held by Anexo Shareholders who do not accept the Takeover Offer as the exchange facilitates a smoother and more straightforward exit strategy for Anexo Shareholders in the future, while also ensuring that their economic exposure to Anexo is maintained on a look-through basis (assuming full take up of the Alternative Offer) at the same level as was provided by the Anexo Shares in respect of which elections for the Consideration Shares have been made.

The Alternative Offer represents a direct investment in the Wider Anexo Group, providing continued economic exposure to Anexo under private ownership, whilst potentially offering liquidity in the future, at the same time and on the same terms as the Joint Bidders (in the event that either: (i) Topco and its affiliates cease to control Midco or sell any shares in Midco; (ii) the funds managed or advised by DBAY and the Founders, together in aggregate, cease to directly or indirectly control Topco; or (iii) DBAY and/or the Founders sell any shares in Topco, in the case of (ii) and (iii) other than a sale to an affiliate of the transferor).

The holders of the Consideration Shares will have pre-emption rights on new issues of securities by Midco for cash (other than under any management incentive plan operated and maintained by Midco from time to time).

The Consideration Shares will benefit from limited minority protections (unless otherwise disapplied or varied, in accordance with the Midco Articles and/or Shareholders’ Agreement), summarised in paragraph 13 as well as those prescribed by the laws of the Isle of Man.

Other than in respect of voting, the Consideration Shares will rank pari passu economically with the Ordinary Shares in issue at the time the Consideration Shares are allotted and issued, including the right to receive and retain dividends and other distributions and returns of capital declared, made or paid by reference to a record date falling after the Effective Date.

Disadvantages of electing for the Alternative Offer

The Consideration Shares, which accepting Anexo Shareholders (other than Anexo Shareholders resident or located in a Restricted Jurisdiction) will hold following the exchange of the Interim Loan Notes, as described in paragraph 13 of this Announcement, are unlisted and will not be admitted to trading on any stock exchange and will therefore, be illiquid.

The Anexo Shares are currently admitted to trading on AIM, although it is intended that the Anexo Shares are delisted. Certain standards and protections afforded to shareholders in a company admitted to trading on AIM will be substantially different to a shareholding in an unlisted private company which an Anexo Shareholder would receive as a result of electing for the Alternative Offer.

The Consideration Shares will be of uncertain value and there can be no assurance that they will be capable of being sold in the future. In accordance with Rule 24.11 of the Code, the valuation of the Consideration Shares will be included in the Offer Document.

Except where required otherwise pursuant to applicable law, the Consideration Shares will not carry any voting rights. Therefore, the Consideration Shares will have limited influence over decisions made by the Wider Midco Group in relation its investment in Anexo or in any other business or in relation to any member of the Wider Midco Group’s or Wider Anexo Group’s strategy.

In the event of any new issues of securities by Midco (other than for cash (not under a management incentive plan), where the relevant holder exercises it pre-emption right), holders of Consideration Shares will suffer dilution in their percentage ownership and may well also suffer dilution in the value of their Consideration Shares since such further issues may reduce any net return derived by the Consideration Shares when compared to any such net return that might otherwise have been derived had Midco not issued those securities. This dilution and reduction may be significant. The precise numbers of securities that may be issued by Midco from time to time cannot be ascertained at the date of this Announcement and will depend on a variety of factors including those described above. For example:

holders of Consideration Shares will not be entitled to participate in any issues of securities to actual or potential employees, directors, officers or consultants of Midco (whether of the same or different classes to the Consideration Shares). This is important since the Joint Bidders may introduce one or more management incentive plans for actual or potential employees, directors, officers and consultants of the Wider Midco Group after the Effective Date;

management incentive plans generally provide participants with a significant interest in securities in Midco, and, if one is introduced, it may result in a significant dilution of the Consideration Shares. In addition, Midco may not receive material cash sums on the issue of such securities and the returns on those securities may potentially be structured to increase their proportionate interest in the value of the Wider Midco Group as it increases in value (whether pursuant to a ratchet mechanism or otherwise). These issues of securities may occur initially following the Offer, but further issues are likely in the future as the Wider Midco Group expands (whether as a result of acquisitions or organic growth or otherwise); and

similarly, holders of Consideration Shares will not be entitled to participate in issues of securities by Midco in consideration for, or in connection with, its acquisition of other assets, companies or all or part of any other businesses or undertakings (for example, if the Wider Midco Group expands).

The value of the Consideration Shares will depend on the future performance of the Anexo business. This remains uncertain and could result in the amount received on any exit or future transfer of Consideration Shares being more or less than the cash consideration payable to Anexo Shareholders under the Tender Offer, or the value of the PIK Loan Notes upon their redemption. There can be no certainty or guarantee as to the performance of the Wider Midco Group following the Effective Date. Past performance cannot be relied upon as an indication of future performance.

The holders of Consideration Shares may be required to sell their Consideration Shares pursuant to the exercise of 'drag-along' provisions in the Midco Articles by other Midco Shareholders (as further summarised in paragraph 13 of this Announcement). Any transfer involving the application of 'drag-along' rights may be at a value that is more or less than the value of the Tender Offer or the PIK Loan Notes upon their redemption.

Where other Midco Shareholders elect to sell Midco Shares, 'tag-along' rights may apply entitling holders of Consideration Shares to participate in the relevant transfer (as further summarised in paragraph 13 of this Announcement). However, such 'tag-along' rights are subject to a number of exclusions, including in relation to customary permitted transfers to affiliates. Holders of Consideration Shares who exercise the 'tag-along' rights will be required to provide limited warranties with regards to title and capacity.

Payments in respect of the Consideration Shares will not be guaranteed or secured and any return of proceeds, whether in connection with their redemption or otherwise, will be paid net of costs incurred by the Wider Midco Group with respect to such return of proceeds.

The precise numbers of securities that may be issued by Bidco from time to time cannot be ascertained at the date of this Announcement and will depend on a variety of factors including those described above.

Interaction with Tender Offer

The Independent Anexo Directors and Joint Bidders strongly recommend that, in deciding whether or not to take up the Tender Offer and/or elect for the Loan Note Offer and/or Alternative Offer, Eligible Shareholders should take their own independent financial, legal and tax advice in light of their own personal circumstances and investment objectives. Any decision to elect for the Loan Note Offer and/or Alternative Offer should be based on independent financial, tax and legal advice and full consideration of the terms of the Tender Offer, this Announcement and the Offer Document (when published).

As part of such considerations, Eligible Shareholders should consider the following:

for those Anexo Shareholders wishing to maximise the amount of cash they receive for their Anexo Shares, such Anexo Shareholders should note that only the Tender Offer (and not the Loan Note Offer or Alternative Offer) will provide (subject to, among other things, its approval by Anexo Shareholders) a guaranteed cash payment to Eligible Shareholders in respect of their basic entitlement under the Tender Offer;

Eligible Shareholders will have the ability to make excess tender applications over and above their basic entitlement of approximately 46.47 per cent. of their holding of Anexo Shares. While the success of such excess tender applications depends on the basic and excess tender applications by other Eligible Shareholders, in the event that such excess tender applications are successful, Eligible Shareholders will receive cash proceeds in excess of their basic entitlement;

for those Anexo Shareholders that wish to remain invested in Anexo in respect of their full shareholding, they should not participate in the Tender Offer;

for Anexo Shareholders that either do not participate in the Tender Offer or hold any remaining Anexo Shares post the Tender Offer, they will have the opportunity to accept either the Loan Note Offer or the Alternative Offer in respect of their remaining Anexo Shares;

in the circumstances where following the Takeover Offer, the Joint Bidders procure the delisting of the Anexo Shares from AIM, Anexo Shareholders should note that, in the event of a future exit by the Joint Bidders, only the Loan Note Offer and the Alternative Offer will provide guaranteed liquidity for their investment (albeit providing no guarantee of its future value);

conversely, in the event of a future exit by the Joint Bidders, any Anexo Shareholders that choose to retain their existing Anexo Shares will not have any guarantee of liquidity for their Anexo Shares (nor any guarantee of their future value); and

for those Anexo Shareholders wishing to benefit from the liquidity rights provided by the Loan Note Offer and the Alternative Offer as referenced above, Anexo Shareholders should note that only the PIK Loan Notes will provide a preferred (albeit capped) return, whereas only the Alternative Offer will provide full equivalent economic exposure to the future performance of the Anexo business as existing Anexo Shares.

Eligible Shareholders should note that they are required to accept neither the Tender Offer, nor the Loan Note Offer, nor the Alternative Offer in respect of their Anexo Shares and, so as long as Anexo Shares remain admitted to trading on AIM, Anexo Shareholders will continue to benefit from all their shareholder rights, including the ability to sell their Anexo Shares in the open market. However, Eligible Shareholders’ attention is drawn to the intention of the Joint Bidders to seek, and the undertaking of Anexo to procure (subject to Anexo Shareholder approval), the cancellation of the admission to trading on AIM (see paragraph 20 of this Announcement).

Eligible shareholders should note that only the PIK Loan Notes and the Consideration Shares will benefit from the exit provisions, being the cash redemption provisions for the PIK Loan Notes and the ‘tag-along’ and ‘drag along’ provisions for the Consideration Shares.

Eligible shareholders will only have certainty to immediately realise in cash a portion of their holding of Anexo Shares via the Tender Offer, and to have the exposure to the potential upside of the new private ownership model through acceptance of either the Loan Note Offer or the Alternative Offer.

Anexo Shareholders should note that the Takeover Offer is unconditional and any remaining Anexo Shareholders who do not take up the Takeover Offer will become minority shareholders in a majority-controlled company. Accordingly, there can be no certainty that, among other things, Anexo will pay any further dividends or other distributions.

In addition, there can also be no certainty that such minority Anexo Shareholders will have an opportunity to sell their Anexo Shares on terms which are equivalent to or no less advantageous than those under the Tender Offer, nor to exchange their Anexo Shares for PIK Loan Notes or Consideration Shares on terms which are equivalent to or no less advantageous than under the Loan Note Offer or Alternative Offer respectively.

The Joint Bidders have indicated that they intend to seek cancellation of admission of the Company's shares to trading on AIM. Should such cancellation occur, this would have a marked negative impact on the ability of Anexo Shareholders to sell their shares and would materially impact the protections afforded to Anexo Shareholders.

In the event that the Joint Bidders are not able to effect a cancellation of trading in the Company's shares, in view of the size of the Joint Bidders’ resultant shareholding in the Company and their associated control over the Company, appetite for Anexo Shares from new investors may also be significantly negatively impacted.

Irrevocable Undertakings and support for the Takeover Offer

Dawn O’Brien and Rachael Wong, the Independent Anexo Directors who are interested in Anexo Shares, have each given an irrevocable undertaking to vote or procure the voting in favour of the Tender Offer Resolution in respect of their entire beneficial holding of 631,068 Anexo Shares and have both elected not to tender any of their shares in the Tender Offer. Such Independent Anexo Directors have also each given an irrevocable undertaking to accept or procure acceptance of the Takeover Offer (or, in the event that the Offer is implemented by way of a Scheme, to vote or procure the voting in favour of the Scheme) in respect of their entire beneficial holding of 631,068 Anexo Shares and to elect to accept the Alternative Offer to receive Consideration Shares.

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

General

It is intended that the Offer will be implemented by means of the Takeover Offer, further details of which are contained in the full text of this Announcement and will be set out in the Offer Document. However, Bidco reserves the right, with the consent of the Panel and Anexo to implement the Offer by way of a Scheme.

The Takeover Offer will be subject to certain further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance.

The Offer Document will include further information about the PIK Loan Notes, the Loan Note Offer, the Interim Loan Notes, the Consideration Shares, the Alternative Offer and the Takeover Offer. The Offer Document will be dispatched to Anexo Shareholders no later than 28 days after the date of this Announcement, unless extended by Anexo with the consent of the Panel.

The Joint Bidders and Bidco intend to seek to cancel trading in Anexo Shares on AIM following the Effective Date which would eliminate the liquidity and marketability of any Anexo Shares in respect of which the Takeover Offer has not been accepted at that time. This would require the consent of not less than 75 per cent. of Anexo Shareholders voting in a general meeting, or a derogation to be granted by AIM from the requirement to obtain such consent.

The Independent Anexo Directors strongly recommend that, in deciding whether or not to elect for the Alternative Offer, Anexo Shareholders should take their own independent financial, legal and tax advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer (including, but not limited to, those set out in paragraph 14 of this Announcement) in light of their own financial circumstances and investment objectives.

Anexo Shareholders should also ascertain whether acquiring or holding the Consideration Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether the Consideration Shares are a suitable investment in light of their own personal circumstances. Anexo Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and, to the extent available in such Anexo Shareholder's jurisdiction, consideration of the Offer Document (once published).

Before the date of this Announcement, Anexo agreed to waive certain provisions of the relationship agreement entered into on 15 June 2018 between Anexo, Arden Partners and Alan Sellers in order to enable Anexo to more effectively pursue the delisting of the Anexo Shares from AIM.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).

The Takeover Offer will be subject to certain further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement, Appendix III to this Announcement contains a summary of the irrevocable undertakings received in relation to the Offer and Appendix IV to this Announcement contains definitions of certain expressions used in this Announcement.

Important Notices

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.

The Takeover Offer will be implemented solely pursuant to the terms of the Offer Document (or in the event that the Offer is to be implemented by means of a Scheme, the Scheme Document), which will contain 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 the 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 carefully once it has been dispatched.

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

This Announcement has been prepared for the purpose of complying with English law 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 the United Kingdom.

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 will be contained in 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).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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) of the Code applies must be made by no later than 3:30pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30pm (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 one per cent. 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, save to the extent that these details have previously been Disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30pm (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 normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code). 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 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.

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 by no later than 12:00pm (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the content of such website is not incorporated into, and does 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 8:30am and 5:30pm, 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.

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.

Appendix I 

Further Terms of the Takeover Offer

(a)              The Takeover Offer will be subject to a valid acceptance being received from an Anexo Shareholder but will not be subject to any minimum level of acceptance. The Takeover Offer will therefore be unconditional from the outset.

(b)              The Takeover Offer shall lapse if no valid acceptance has been received from any Anexo Shareholder by 11:59pm (London time) on the Long-Stop Date (subject to the rules of the Code and where applicable the consent of the Panel). If the Takeover Offer lapses, the Takeover Offer shall cease to be capable of further acceptances.

(c)              The Anexo Shares to be acquired under the Takeover Offer shall be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement. If any dividend or other distribution is authorised, declared, made or paid in respect of the Anexo Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Offer Price by the amount of all or part of any such dividend or other distribution, in which case any reference in this Announcement or in the Offer Document to the Offer Price or consideration payable under the terms of the Takeover Offer will be deemed to be a reference to the consideration as so reduced.

(d)              The availability of the Takeover Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

(e)              The Takeover Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by Bidco) and the Takeover Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

(f)               Bidco reserves the right, subject to the prior consent of the Panel, to implement the Takeover Offer by way of a Scheme. In such event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments to reflect the change in method), so far as applicable, as those which would apply to the Takeover Offer.

(g)              The Takeover Offer is governed by English law and is subject to the jurisdiction of the English courts and to the further terms set out in this Appendix I to this Announcement and those terms which will be set out in the Offer Document. The Takeover Offer shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, AIM and the Financial Conduct Authority.

Appendix II 

Sources of information and bases of calculation

1. As at the close of business on the Last Practicable Date, Anexo had in issue 117,990,294 ordinary shares of 0.0005 pence each. The International Securities Identification Number for the Anexo Shares is GB00BF2G3L29.
2. The value attributed to Anexo's existing issued and to be issued ordinary share capital by the Takeover Offer is based on the 117,990,294 Anexo Shares in issue and outstanding options over 2,451,384 Anexo Shares as at the close of business on the Last Practicable Date.
3. All percentages of Anexo's issued share capital are stated as at close of business on of the last Business Day before date of Announcement and are based on the 117,990,294 Anexo Shares in issue as at the close of business on the Last Practicable Date.
4. Unless otherwise stated, the financial information on Anexo is extracted from Anexo's results for the financial year ended 31 December 2024 released on 6 June 2025.
5. The market prices of Anexo Shares have been derived from the Daily Official List of the London Stock Exchange and represent mid-market closing prices as of the relevant date(s).
6. Volume weighted average closing prices of Anexo Shares have been derived from data provided by Bloomberg on the Last Practicable Date.

Appendix III 

Independent Anexo Directors' Irrevocable Undertakings

Dawn O’Brien and Rachael Wong, being the only independent directors to hold Anexo Shares have given an irrevocable undertaking to accept (or procure acceptance of) the Takeover Offer in relation to the following Anexo Shares.

These irrevocable undertakings will cease to be binding on the earlier of the following occurring:

(a)              Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Takeover Offer; or

(b)              the Takeover Offer, if made, lapses, is withdrawn or otherwise terminates in accordance with its terms.

The irrevocable undertakings given by the Independent Anexo Directors will prevent them from exercising any right of withdrawal of any acceptance of the Takeover Offer where such a right is otherwise exercisable under the Code, or otherwise selling all or any part of their Anexo Shares into the market.

Appendix IV 

Definitions

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "sterling", "£", and "pence" are to the lawful currency of the United Kingdom.

All the times and/or dates referred to in this Announcement are to those times and/or dates as determined by British Summer Time, unless otherwise stated.

References to the singular include the plural and vice versa.