LONDON: Alabama Bidco Limited (“Bidco”), a new entity jointly controlled by funds managed by DBAY Advisors Limited and Anexo founders Alan Sellers and Samantha Moss, has made an unconditional recommended cash-and-loan-notes offer for all outstanding shares of legal services provider Anexo Group plc (AIM: ANX). The offer values Anexo at approximately £70.79 million.
Bidco already holds 74.3 million Anexo shares (62.99% of issued capital), acquired prior to the offer announcement at 60 pence per share. This controlling stake ensures the takeover is unconditional from launch, requiring no minimum additional shareholder acceptances.
Shareholder Options:
Anexo shareholders are presented with three paths:
- Tender Offer: Sell shares for 60 pence cash each (up to £12 million total available).
- Loan Note Offer: Receive 60 pence per share in non-convertible loan notes accruing 15% annual interest (Payment-In-Kind), redeemable after 5 years.
- Alternative Offer: Exchange shares for non-voting B shares in Midco (Bidco’s parent), retaining economic exposure to the now-private Anexo.
The Tender Offer circular will be sent to shareholders today. The subsequent Takeover Offer document detailing the loan note and share alternatives will be dispatched after the Tender Offer process concludes. Acceptances for the Takeover Offer will open for at least 21 days once the document is published.
Delisting Planned:
Bidco and the independent Anexo directors confirmed plans to cancel trading of Anexo shares on London’s AIM market and re-register the company as private upon completion. Anexo separately committed to delist by September 30, 2025, subject to shareholder approval, as part of financing arrangements.
Rationale:
The consortium (DBAY/Sellers/Moss) stated public listing “no longer serves Anexo’s best interests.” They believe private ownership will free the company from market constraints. The Tender Offer structure specifically aims to maximize cash availability for minority shareholders wishing to exit; the consortium will vote for it but not participate, reserving cash for others.
Shareholders are advised to seek independent financial and legal advice regarding the offers.