TIDMANX
RNS Number : 0372G
Anexo Group PLC
21 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND
THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
21 July 2021
Anexo Group plc
("Anexo" or the "Company")
PUSU extension
On 23 June 2021, Anexo announced that it had received an
approach from DBAY Advisors Limited ("DBAY") regarding a possible
cash offer for the entire issued and to be issued ordinary shares
of the Company (save for those already owned by DBAY) by a newly
incorporated entity jointly controlled by funds managed or advised
by DBAY.
On the basis of the DBAY proposal, the board of Anexo granted
DBAY due diligence access, and DBAY has indicated an offer price of
150 pence per ordinary share in cash. While the structure of the
possible offer is not yet confirmed, the status of Alan Sellers,
Executive Chairman, and Samantha Moss, Managing Director, Bond
Turner, as joint offerors to DBAY's possible offer remains under
consideration.
In accordance with Rule 2.6(a) of the Code, DBAY was required,
by no later than 5.00pm on 21 July 2021, to either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer for the Company, in which case the announcement would be
treated as a statement to which Rule 2.8 of the Code applied.
D iscussions between the parties remain ongoing and in
accordance with Rule 2.6(c) of the Code, the Company has requested,
and the Panel on Takeovers and Mergers (the "Takeover Panel") has
consented to, an extension to the deadline by which DBAY is
required either to announce a firm intention to make an offer for
Anexo in accordance with Rule 2.7 of the Code or to announce that
it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. Such announcement must now be made by not later than
5.00pm on 18 August 2021. This deadline can be extended by the
Board of Anexo, with the consent of the Takeover Panel.
There can be no certainty that a firm offer will be made nor as
to the terms of any such offer. A further announcement will be made
in due course.
This announcement is being made with the consent of DBAY.
- Ends -
For further enquiries:
Anexo Group plc +44 (0) 151 227
3008
www.anexo-group.com
Alan Sellers, Executive Chairman
Nick Dashwood Brown, Head of Investor
Relations
Arden Partners plc
(Rule 3 Adviser, Nominated Adviser and
Joint Broker)
John Llewellyn-Lloyd/Richard Johnson/Akhil +44 (0) 20 7614
Shah 5900
www.arden-partners.co.uk
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
www.anexo-group.com/content/investors/takeover-code, by no later
than 12 noon (London time) on 22 July 2021.
The content of the website referred to above is not incorporated
into and does not form part of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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END
OUPEASXFAAPFEFA
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July 21, 2021 11:31 ET (15:31 GMT)
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