PUSU extension

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	[phone] 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 Shah	[phone] 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 [phone] 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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