This blog gives you the latest topical news plus some informal comments on them from ShareSoc’s directors and other contributors. These are the personal comments of the authors and not necessarily the considered views of ShareSoc. The writers may hold shares in the companies mentioned. You can add your own comments on the blog posts, but note that ShareSoc reserves the right to remove or edit comments where they are inappropriate or defamatory.
Anexo Group: Analysis of the 60p Bid and Investor Reaction
Following the 22nd July 2025 announcement of a takeover offer for Anexo Group plc, this blog provides an analysis of the offer terms, a summary of the public reaction from individual investors, my personal concerns on pricing and a suggestion of possible activist actions.
Please note I am not qualified to give financial advice and nothing in this blog should be construed as advice. Do your own research.
1. The Offer: A 60p Price with a Complex Structure
The offer from Bidco (an entity controlled by DBAY and the company’s founders) values Anexo at 60p per share. However, it is critical to understand that this is not a straightforward cash bid. The deal is structured to give minority shareholders two main options:
- A Partial Cash Exit: A Tender Offer allows shareholders to sell a guaranteed minimum of 46.47% of their holding for 60p per share in cash.
- A Paper Rollover: For all remaining shares, shareholders will receive 60p per share in the form of illiquid, unsecured loan notes with a five-year maturity. These loan notes are highly illiquid, cannot be easily sold, and pay no cash interest for up to five years (the 15% interest accrues and is paid on redemption). There is also an “Alternative Offer” to receive non-voting shares in the new private company, which are equally illiquid.
The bidders, who already control ~63% of the company, have confirmed their intention to delist Anexo from the AIM market, which will remove all public trading facilities for the shares.
2. Shareholder Reaction: Widespread Anger and Frustration
A review of public investor forums, including the LSE and ADVFN bulletin boards, shows a near-unanimous feeling of outrage and betrayal among minority shareholders. The sentiment is overwhelmingly negative, with key themes emerging:
- Outrage at the price: The 60p price is widely seen as a “take-under” or “theft,” in light of the historically low share price and the indicative 2021 offer from DBAY at 150p. One user on the LSE bulletin board described it as “a complete and utter stitch-up,” a sentiment echoed by many others.
- Anger at the independent directors: There is profound anger directed at the independent directors for recommending an offer that their own independent financial adviser, Grant Thornton, “does not consider… to be fair and reasonable.” This is seen as a complete failure of corporate governance.
- Feeling trapped: Investors recognise that with the bidders holding an unassailable 63% stake and forcing through the delisting, they are trapped with no good options.
- Unattractive options: The loan notes and alternative shares are viewed as “monopoly money”—illiquid, high-risk instruments designed to benefit the bidders while offering little security or value to minorities.
- Inadequate cash exit: The partial cash tender offer is seen as a “crumb from the table,” an insufficient concession designed to give the appearance of fairness while the bidders secure the company’s assets on the cheap.
3. Offer Price Analysis: Justified or Opportunistic?
This year, Anexo was trading around 60p to 70p and then dropped to 52p on 22 July 2025 (see for example https://fiscal.ai/company/AIM-ANX/).
The shares were trading at around £1.40 in 2021 and in June 2021 DBAY advisors announced a potential cash at 150 pence per share. This was withdrawn in August 2021.
The shares were trading at around 100p in early 2023, and in April 2023 DBAY advisors again expressed interest, although no Rule 2.7 offer was made. Market speculation focused on a potential offer price in the 80p / 100p range.
How Has Anexo’s Financial Performance Been Since the First Offer?
This is the critical question. The past few years have been challenging for the company, which largely explains the share price decline and the lower offer price. The key issues are not with revenue, but with profitability and, most importantly, cash flow and debt.
Here’s a summary of the company’s performance based on its published results for the full year 2024 (released in Spring 2025):
1. Revenue growth (the positive): Top-line revenue has continued to grow. The business is still successfully acquiring new cases for its legal services division (Bond Turner) and growing its credit hire vehicle fleet. This indicates that the core business engine is still running well.
2. Profitability pressure (the concern): While revenue grew, profit before tax (PBT) fell. In its most recent annual report, the company reported a decline in profit before tax compared to the previous year. This was attributed to inflationary pressures on fixed costs and the significant investment required to pursue new cases within the VW emissions litigation portfolio.
- Financial year 2023: PBT was £28.1 million.
- Financial year 2024: PBT fell to £21.7 million.
This represents a significant year-in-year decline of £6.4 million, or nearly 23%, and provides a clear reason for a bidder to argue for a lower valuation.
3. Rising net debt and problematic cash flow (the major issue): Anexo’s business model requires a huge amount of cash to fund car credit hire and the costs of litigation before cases are settled.
Net debt is a crucial metric for Anexo as it uses debt to fund its cases and vehicle fleet.
- As of 31 December 2023: Net debt stood at £67.5 million.
- As of 31 December 2024: Net debt had risen to £81.4 million.
This represents an increase of £13.9 million, or over 20%, in just twelve months.
a. Slow cash conversion: The company has seen a slowdown in the time it takes to receive cash from settled cases, a theme across the sector.
b. Investment in VW cases: Pursuing the potentially lucrative VW emissions claims requires substantial upfront cash.
This combination has led to a significant increase in the company’s net debt. The market is concerned about this rising debt level and the strain it places on the balance sheet.
From a bidder’s perspective, they are inheriting a much larger debt pile, which increases the risk profile of the business and potentially justifies a lower equity price.
Is the Price Justified or an Opportunistic Grab?
It appears to be a mixture of both.
The argument for the price being justified: The bidders can try to justify the 60% offer price reduction from 150p to 60p. Since their withdrawn offer in mid 2021 and their potential offer of mid 2023, Anexo’s financial profile has become steadily riskier:
- Profits have declined.
- Net debt has risen substantially.
- The time it takes to turn cases into cash has lengthened.
From a bidder’s perspective, they are now looking to take on a company with a more strained balance sheet. A lower price reflects this increased financial risk.
The offer is broadly consistent with the recent open market price of the shares.
The argument for the bid being an “opportunistic grab”: This is a very strong argument. DBAY, as the largest shareholder and an insider, has an intimate understanding of the company’s operations.
- Timing is key: They are making their move when the company’s cash flow is at a point of maximum strain and market sentiment is low. They are bidding before the massive investment in the VW emissions cases begins to turn into highly profitable cash settlements.
- Capturing the upside: If the VW litigation is successful over the next 1-3 years, it could lead to a huge influx of cash and profit for Anexo. By taking the company private now at 60p DBAY and its partners would capture all of this future upside, while current shareholders would miss out.
- Underlying business is intact: The fact that revenues are still growing proves the business model is not broken. The current issues are primarily related to the timing of cash flows, not a fundamental collapse in operations.
Because this is a voluntary offer, it can be priced freely and rule 6.1 of the Takeover Code is not triggered. There is an argument that DBAY should show goodwill (and defend itself against shareholder criticism) by voluntarily adhering to this rule by offering at least the highest price paid for shares in the 12 months prior to the offer.
At a price of 60p, the argument that this is an overwhelmingly opportunistic grab becomes undeniable (according to my AI agent Gemini).
- The independent advice: The most damning evidence comes from the RNS itself. Grant Thornton, the official financial adviser, has advised that the offer is not fair and reasonable. They specifically note that it “does not give any consideration to the potential upside” from the valuable diesel emissions litigation claims. It is highly unusual for a board to recommend an offer against such advice.
- The value proposition: While Anexo has faced cash flow headwinds, a 60% reduction from the previous 150p offer seems entirely disproportionate. The bidders are using the company’s short-term (and largely self-created) cash constraints to seize the significant long-term value of the litigation portfolio for themselves.
- The structure: The deal is structured to consolidate the bidders’ control (but without paying a bid premium for 100% control) while pushing all the risk onto minority shareholders who accept the paper offers. Forcing shareholders to swap liquid, quoted shares for illiquid, unlisted debt in a private entity is a classic squeeze-out tactic.
In conclusion, the 60p offer appears to be a masterclass in opportunism, using inside knowledge and a controlling stake to take a company private at a price its own adviser cannot endorse, leaving minority shareholders justifiably furious.
I would like to see a considerably better offer. Sadly, the Anexo independent directors have already approved the deal, so the chances of a U-turn from them are slim.
Readers may recall the Gusbourne case which had some similar characteristics, see https://www.sharesoc.org/blog/education/gusbourne-case-study/ where shareholders were arguably dealt with even more unfairly.
This blog is written by Cliff Weight, a long-term shareholder in Anexo.
Cliff is a member of ShareSoc and the ShareSoc Education and Policy Committees.
Further Background
The RNS notes:
“The Independent Anexo Directors have considered the advice from Grant Thornton in connection with the financial terms of the Tender Offer and the Takeover Offer. It is noted that the Offer Price falls within a range of comparable multiples identified by Grant Thornton. The Independent Anexo Directors have also considered in detail Grant Thornton’s comments on the potential upside of the diesel emission litigation claims.”
“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.”
Below is the full text of the opinion given by Grant Thornton, the Independent Financial Adviser, regarding the Anexo takeover offer. It is important to read this in conjunction with the board’s response, which I have also included immediately after for full context.
Full Text of Grant Thornton’s Opinion
Here is the complete text from paragraph 6 of the announcement, detailing the adviser’s view:
- View of the Company’s independent financial adviser with regard to the financial terms of the Tender Offer and the Takeover Offer
The Independent Anexo Directors have received advice from Grant Thornton in connection with the financial terms of the Tender Offer and the Takeover Offer. In providing its advice, Grant Thornton has taken into account the commercial assessments of the Independent Anexo Directors.
The Tender Offer
Grant Thornton notes that although the Offer Price (which is the same for both Tender Offer and Takeover Offer) implies an earnings multiple which falls within a range of multiples observed in companies and transactions identified as being broadly comparable to the constituent parts of the Wider Anexo Group (whilst acknowledging the limited availability of directly comparable and relevant companies and transactions, particularly in relation to the Wider Anexo Group’s credit hire activities), the Offer Price does not give any consideration to the potential upside that could be realised if the Company successfully delivers the potentially material, albeit uncertain returns associated with the Wider Anexo Group’s investment into diesel emission litigation claims.
A favourable settlement of the diesel emission litigation claims would be expected to enhance the Company’s revenue, profitability and cashflows although the certainty, quantum and timing of any negotiations or court settlement, and the costs associated with pursuing the claims, remains uncertain.
Furthermore, although the Offer Price 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), it is a discount of 2.6 per cent to the Volume Weighted Average Price of 61.6 pence since the start of the Offer Period up to the Latest Practicable Date, and also a discount to longer term volume weighted averages (between 4 and 12 months) prior to the Offer Period. Consequently, Grant Thornton does not consider the financial terms of the Tender Offer to be fair and reasonable.
Grant Thornton notes that the Tender Offer represents the only cash exit opportunity available to Anexo Shareholders under the proposals. However, the Tender Offer does represent a partial liquidity opportunity offering Anexo Shareholders (excluding the Joint Bidders) cash for up to approximately 46.47% of their holdings on a pro rata basis, which may not be achievable in the future, if at all.
PIK Loan Notes
In addition to the financial considerations relating to the Offer Price detailed above, Grant Thornton notes that the PIK Loan Notes, as described in paragraph 12 of this Announcement, are non-cash consideration which have no readily realisable market value as they are unlisted and non-transferable other than with the consent of Bidco. The PIK Loan Notes are inherently subject to the risks associated with illiquid and non-transferable securities, as further described in paragraph 14 of this Announcement.
For the reasons above, together with the risk factors and other investment considerations set out in paragraph 14 of this Announcement, and the uncertainties relating to the valuation of the PIK Loan Notes, Grant Thornton is unable to advise the Independent Anexo Directors whether or not the financial terms of the Loan Note Offer are fair and reasonable.
Consideration Shares
In addition to the financial considerations detailed above, Grant Thornton notes that the Consideration Shares as described in paragraph 13 of this Announcement are non-cash consideration and (a) are unlisted and will not be transferrable except in limited circumstances; (b) will not carry any voting rights; (c) will only carry pre-emption rights on new issues of securities by Midco if any such issue is for cash, and such rights will be subject to other important exceptions presenting a risk of significant dilution and reduction; and (d) their future value will be uncertain as any exit will be reliant on either one or both of the Joint Bidders exiting (either by ceasing to control directly or indirectly control Topco or Topco and its affiliates ceasing to control Midco).
For the reasons above, together with the risk factors and other investment considerations set out in paragraph 14 of this Announcement, it is not possible to provide a reasonable assessment of the present value of the Consideration Shares and Grant Thornton is unable to advise the Independent Anexo Directors whether or not the financial terms of the Alternative Offer are fair and reasonable.
Grant Thornton reminds Anexo Shareholders to carefully consider the views of the Independent Anexo Directors set out in this Announcement, including the strategic and longer-term factors that have been considered in arriving at their recommendation.”
The Board’s Response and Recommendation
Here is the text from the following section, paragraph 7, where the Independent Directors explain why they are recommending the offer despite Grant Thornton’s opinion.
- Recommendation by Independent Anexo Directors
The Independent Anexo Directors have considered the advice from Grant Thornton in connection with the financial terms of the Tender Offer and the Takeover Offer. It is noted that the Offer Price falls within a range of comparable multiples identified by Grant Thornton. The Independent Anexo Directors have also considered in detail Grant Thornton’s comments on the potential upside of the diesel emission litigation claims. The Independent Anexo Directors emphasise that: (i) the market has been kept abreast of significant events with respect to such claims and; (ii) all the claims are within a litigation process of which a large proportion are at a very early stage, impossible to quantify and therefore the Independent Anexo
Directors would not expect any offeror to heavily weight these claims into its offer price. The Independent Anexo Directors note that any Anexo Shareholders that accept the Alternative Offer for Consideration Shares may indirectly benefit from any potential upside from such diesel emission litigation claims. The Independent Directors note that the Offer Price is at 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), and a premium of 13.9 per cent to the volume weighted average price of 52.7 pence for the month ended on 17 April 2025 (being the last Business Day before the Offer Period began),
The Independent Directors have also considered that Topco has no restrictions on buying Anexo Shares and there will be no requirement under the Takeover Code for it to make an offer for Anexo Shares in the future. Anexo Shareholders who do not take up their entitlement under the Tender Offer or accept the Offer will not have any certainty that Anexo Shares will remain admitted to trading on AIM and the Independent Directors would draw Anexo Shareholders attention to the Joint Bidders’ intention to seek, and the undertaking of Anexo to procure (subject to Anexo Shareholder approval), a de-listing (as set out paragraph 20 of this Announcement) and consequently there can be no certainty that Anexo Shares will continue to be traded. Furthermore, holders of Anexo Shares will not benefit from the exit provisions available for holders of the PIK Loan Notes or Consideration Shares in the future.
After taking all the above into account, the Independent Anexo Directors believe that the terms of both the Tender Offer and the Takeover Offer to be fair and reasonable, and (i) recognise the medium-term risks and prospects of Anexo in its current form as a standalone, small-cap quoted entity, (ii) are in the best interests of Anexo’s stakeholders and (iii) that Anexo Shareholders should be given this opportunity 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.”
Post Date: July 24, 2025
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just noticed the share sales of directors in the past 7 years around 150p with one at 170p source https://www.lse.co.uk/DirectorsDeals.html?shareprice=ANX&share=Anexo.
It is often a red flag when directors are sellers.These directors who sold at thee high prices now want to buy the shares they sold to investors at 150/170p at only 60p.
Directors Deals for Anexo (ANX)
Announced Traded Action Notifier Price Currency Amount Holding
25-Oct-22 26-Jul-22 Buy Alan Mitchell Sellers 127.70 GBX 78,000 20,106,169
31-Dec-21 31-Dec-21 Notification of Holding Samantha Moss – – – 20,578,846
31-Dec-21 31-Dec-21 Notification of Holding Alan Mitchell Sellers – – – 20,028,169
03-Mar-21 02-Mar-21 Sell Samantha Moss 150.00 GBX 10,209,244 20,578,843
03-Mar-21 02-Mar-21 Sell Alan Mitchell Sellers 150.00 GBX 9,936,051 20,028,165
31-Dec-20 31-Dec-20 Notification of Holding Elizabeth Sands – – – 4,290
31-Dec-20 31-Dec-20 Notification of Holding Mark Andrew Bringloe – – – 15,000
29-May-20 29-May-20 Sell Samantha Moss 125.00 GBX 1,290,210 36,079,793
29-May-20 29-May-20 Sell Alan Mitchell Sellers 125.00 GBX 1,255,684 35,114,320
05-Mar-20 02-Mar-20 Sell Samantha Moss 150.00 GBX 1,305,000 37,370,004
05-Mar-20 03-Mar-20 Sell Alan Mitchell Sellers 150.00 GBX 1,305,000 36,370,004
14-Nov-19 14-Nov-19 Sell Alan Mitchell Sellers 170.00 GBX 1,000,000 37,675,004
20-Jun-18 20-Jun-18 Notification of Holding Samantha Moss – – – 38,675,000
20-Jun-18 20-Jun-18 Notification of Holding Alan Mitchell Sellers – – – 38,675,000
Anexo shareholders have until August 7th to notify their nominee if they wish to accept the tender offer. You should note that interactive investors (and my guess is others too) have decided that the default option is to do nothing, which will result in shareholders having shares in a private company of questionnable value. I think the default option should have been to accept the tender offer. I have sent a secure message to Interactive asking them to reconsider whether the default option in this case should be to accept the tender offer.
Current price LSE:ANX
Sell:
48p
Buy:
49p
The FCA regulations are going to cause huge harm to innocent shareholders who do not understand the Anexo offer. The default option on many (all?) platforms to the tender offer is to do nothing (ie to NOT tender ones shares as recommended by the directors of the company). The consequence of this is that shareholders will end up with shares in an unquoted company. Worse still they will be ineligible for ISAs and so will be swapped into the general trading account. Once private there will be no market for the shares.
In these circumstances it is a no-brainer to tender all ones shares.
Sadly the FCA and platforms rules and regulations are conspiring against common sense. I will write to the FCA about this and ask them why they have rules that defy common sense.
Here is the interactive response to my query:
RE: ANEXO Tender Offer
Corporate actions, dividends and IPOs
Today 11:46
Dear MR WEIGHT,
Thank you for your Secure Message.
We’re regulated as an execution-only broker so we can’t manufacture a different default option to the one that exists in the market. We didn’t decide to make “Do nothing” the default option, and neither did any of the other brokers who may have done the same; “Do nothing” is the default option. If you held the shares directly registered in your own name and didn’t proactively accept the offer being made then you would be deemed not to have accepted the offer. So in the market, “Do nothing” is the default. If we switched it round and made “Tender shares” the default we would effectively be making an investment decision on behalf of shareholders which would be at odds with our execution-only status.
If you have any questions, you can continue to write to us by Secure Message. Our response time is usually within a few days, however, in times of high volume, we can take up to 5 days. If your enquiry is more urgent, please call us on 0345 607 6001.
We are open between 7:45am and 5:30pm, Monday to Friday, and 5:30pm to 9pm, Monday to Friday for international trading calls.
Best regards,
Patrick [SURNAME REDACTED by ME]
interactive investor
This was in response to my query to interactive via their secure message system:
Anexo shareholders have until August 7th to notify their nominee if they wish to accept the tender offer. You should note that interactive investors (and my guess is others too) have decided that the default option is to do nothing, which will result in shareholders having shares in a private company of questionnable value. I think the default option should have been to accept the tender offer. Please ask “management” to review their approach.
I have now written to my MP and been in contact with other Anexo investors. I urge other Anexo shareholders to consider also writing to their MPs. Thisis what I wrote to my MP
To: rebecca.paul.mp@parliament.uk
Subject: Urgent – FT Coverage & Growing Crisis for Retail Investors (Anexo Takeover)
Dear Rebecca,
I’m writing personally as an Anexo shareholder, rather than on behalf of ShareSoc, and a coalition of other ordinary shareholders in Anexo Group PLC, many of whom are small savers or parents investing for their children’s futures. Given your constituency connection, I thought you might wish to be aware of major developments in the takeover of Anexo by Alabama Bidco Ltd.
The Investors’ Chronicle (Financial Times) published a detailed article https://www.investorschronicle.co.uk/content/45d9e5a3-5693-4b1e-9e93-53cb2383a546), which has elevated the issue from a niche shareholder dispute to a political and regulatory flashpoint. The story outlines how unsophisticated retail investors are being forced into illiquid and unsuitable loan notes or private shares, which cannot be held in ISAs, SIPPs, or JISAs—effectively stripping away tax protections and exit opportunities.
I understand from the action group that momentum is now building:
• Chris Philp MP (Shadow Home Secretary), is actively monitoring the situation and viewing it as a matter of serious concern.
• The FCA and AIM Regulation have both confirmed that substantive responsibility for oversight lies with the Takeover Panel.
• With the 7 August 2025 deadline fast approaching, and shareholders publicly discussing the “nuclear option” of winding up Anexo—not due to economic failure, but regulatory abandonment—the stakes have never been higher.
This issue strikes at the heart of several public interest concerns: financial fairness, investor protection for retail savers, and confidence in UK market governance.
Given your involvement and concern for these issues of shareholder rights, and those investors who elected you to represent them, we hope you may consider raising this matter urgently with the regulators or in Parliament, to ensure retail holders are not treated as collateral damage in a takeover run by insiders.
Thank you for any assistance you can lend to ensuring ordinary investors are protected.
Kind regards,
Cliff Weight
Sham has now written to the Takeover Panel again and copied the FCA. He makes a number of good points:
From: Shamim Akhtar
Date: Fri, 1 Aug 2025 at 17:48
Subject: Re: Regulatory Framework in Meltdown – Urgent Action Required on Anexo Takeover
To: , , , Shamim Akhtar
I write to follow up urgently regarding the Anexo Group takeover, in the context of rapidly diminishing time and critical regulatory implications.
As you know, Anexo is essentially a legal business, run by lawyers. That reality makes the current situation all the more concerning, because—given the legal complexity of this transaction—there are only three plausible explanations for what is occurring:
1. Anexo and its advisers pre-consulted regulators, disclosed the unusual structure, and received a green light;
2. They did not consult regulators, in which case your attention to the serious legal and procedural questions now being raised is urgently required;
3. Or, perhaps regulators have reviewed the situation and judged that the scale is too small to merit full intervention, which, if so, we respectfully challenge as inconsistent with the purpose of public regulation and investor protection.
Whichever scenario applies, it is now in the public and regulatory interest for you to state your position clearly and urgently—because time is running out. Shareholders are being asked to respond under conditions where critical legal and regulatory uncertainty remains unresolved. This is neither equitable nor safe.
We therefore reiterate the call for a short 21-day strategic pause, during which stakeholders and regulators can consult meaningfully. This is a simple but vital step to ensure that the UK’s market integrity, shareholder protections, and Takeover Code principles are not undermined.
While some have advised us to pursue legal remedies, we are faced with cost estimates in the tens or even hundreds of thousands of pounds. My 11-year-old grandson has a beneficial interest in Anexo shares. How is he, or the many thousands like him, expected to fund litigation to protect their legal and equitable interests?
This is a test of the system—not just of Anexo and DBay, but of whether the regulatory framework can respond in real time to protect minority shareholders and deter potential abuse of process, especially when orchestrated by legally sophisticated actors.
I plead with you to join the dots, join hands, and help us make this strategic pause happen before it is too late.
With respect and urgency,
Shamim Akhtar
On Wed, 30 Jul 2025 at 21:44, Shamim Akhtar wrote:
Dear Sirs,
We are writing to you collectively because the entire framework of investor protection and market oversight is showing signs of systemic breakdown, as demonstrated by the handling of the Anexo Group PLC takeover by Alabama Bidco Ltd (DBay Advisors and Anexo management).
This is no longer about a single Liverpool-based company. The credibility of the UK’s capital markets — and their ability to fund the small and mid-sized companies that are the lifeblood of the economy — is at stake. If ordinary investors, including ISA, SIPP, and JISA holders, can be stripped of value, rights, and protections while regulators stand aside, confidence will collapse.
Unless checked, this episode risks joining Carillion and Barclays (Libor) in the history books as another moment when the UK’s regulatory framework failed as a system, not just as isolated bodies. These cases, like Leeson and Enron before them, became cautionary tales not solely because of corporate misconduct, but because multiple oversight mechanisms failed together, undermining public trust and damaging the reputation of UK markets.
Why This Case is a Systemic Failure
The tender offer and share cancellation are being used to reverse-engineer control for the Joint Bidders, moving their stake from ~62.99% to over 75% without acquiring new shares.
Crossing 75% strips minority shareholders of critical protections:
Ability to block special resolutions, including delisting (AIM Rule 41).
Power to resist changes to Articles of Association and capital reorganisations.
De facto circumvention of Rule 9, which exists to ensure a fair cash offer when control thresholds are crossed.
This manoeuvre, which cannot occur without the collusion of all directors, was endorsed despite:
Grant Thornton refusing to deem the deal “fair and reasonable”, and
The “Independent” Committee being dominated by insiders and irrevocable undertakings.
£12 million of company funds is being used to finance the tender, effectively allowing the bidders to consolidate control using shareholders’ own capital.
The timing and dividend suspension — launching post-market downturn and pre-emissions payouts — suggest deliberate price suppression to coerce shareholder participation.
This combination of actions is not only a breach of the Takeover Code and the Companies Act (Sections 98 and 994), but may constitute market abuse or even fraud. We respectfully urge that these actions be referred to the appropriate criminal authorities, in parallel with regulatory scrutiny.
Our Request
For full context, we attach our most recent correspondence to the Takeover Panel.
This transaction cannot be allowed to proceed as currently structured. If, for any reason, you are unable to halt it outright, then as a drop-dead minimum we request that you:
Recognise the overwhelming public interest and systemic risk issues at stake, and
Immediately suspend the timetable, including the 7 August deadline, to allow for proper and transparent consultation among:
The Joint Bidders,
The “Independent” Directors,
Grant Thornton,
Relevant City stakeholders, and most critically,
The minority shareholders whose rights and capital are being dismantled.
Failure to act decisively will irreparably damage investor confidence, weaken UK capital formation for growth companies, and cement this episode as another textbook case of systemic regulatory failure.
Kind regards,
Shamim Akhtar
2 more articles in the Investors Chronicle on Anexo
https://www.investorschronicle.co.uk/content/e8347243-b75d-489c-a0bc-276f3b4e3895
https://www.investorschronicle.co.uk/content/33e392b6-274b-480a-9244-57fab92058f1
Has the Anexo bid breached the Takeover Code?
Simon Thompson: A shareholder cites multiple potential breaches of the City Code on Takeovers in a formal complaint
Has the Anexo bid breached the Takeover Code?
Published on July 29, 2025
by Simon Thompson
• Formal complaint made to Takeover Panel
Minority shareholders have continued to fight back against proposals to take the company private, with a formal complaint being made to the Takeover Panel.
A consortium consisting of major shareholders DBay and directors Alan Sellers and Samantha Moss, who hold a combined 62.99 per cent stake, have made a derisory unconditional recommended contractual offer to take the company private at an equity value of 60p a share. This is a huge discount to Anexo’s last reported net asset value (NAV) of 142p. Anexo has also launched a tender offer at 60p to acquire 20mn of the 43mn shares that are not held by the consortium or certain independent directors.
=========
Anexo shareholders fight back against take-private offer
Simon Thompson: The action group could petition the court after calling the private offer ‘transparently coercive’
Anexo shareholders fight back against take-private offer
Published on July 28, 2025
by Simon Thompson
• Minority shareholders form action groups
• 5 August deadline set to meet their demands
• Potential court petition for a winding up to protect their interests
Minority shareholders holding more than 18 per cent of the shares in legal and financial services group Anexo (ANX: 47p) are threatening to petition the Court for a winding-up order under the Insolvency Act 1986, to protect their interests.
A consortium consisting of major shareholders DBay and directors Alan Sellers and Samantha Moss, who hold a combined 62.99 per cent stake, have made a derisory unconditional recommended contractual offer to take the company private at an equity value of 60p a share. This is a huge discount to Anexo’s last reported net asset value (NAV) of 142p. Anexo has also launched a tender offer at 60p to acquire 20mn of the 43mn shares that are not held by the consortium or certain independent directors.
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It is a complicated situation.
Yes, there is a formal takeover offer from a third party, Bidco, but that third party has the same controlling management as the takeover target. Remember that DBAY have three board room seats at Anexo. Together with Sellers and Moss, other senior management figures at Anexo, they make up the management of Bidco. Technically they are different legal entities, but it is nothing more than smoke and mirrors. A court of law would likely lift the corporate veil in circumstances such as these.
The target company is utilizing corporate cash to repurchase shares, dressed up as a return of capital to shareholders, but designed entirely to give Bidco the 75% control in Anexo to pass the special resolution needed to take the company private. So Anexo shareholders are subsidising the Bidco takeover and Bidco are not putting up any capital themselves. How can a legitimate takeover occur where no consideration is supplied by the ‘third party’?
Although they say that public shareholders have the right to keep their public equity, what use is that when the company goes private? The Takeover Code provides an exit for minority shareholders in the form of a cash out, but the way this deal is designed prevents that from happening.
Instead, it has been made clear that they should accept the PIK loan notes (thereby funding the takeover that they don’t want) or else take the default option of equity in a private entity that will be diluted into oblivion. They’ve spelled it out.
If this isn’t mandating the conversion of public equity into something inferior, what is it? I suspect that question will not get tested in law, as it is very expensive to take a case like this to court. The legal case against probably runs along these lines:
The bidders are not mandating you to forfeit your shares; they are making you a contractual offer to buy them. The pressure comes from the severe consequences of rejecting that offer.
The crucial distinction here is that the Anexo situation is not a unilateral company action. It is a formal takeover offer from a third party (the bidder, “Bidco,” which is controlled by DBAY and the Founders). This is governed by a different and very specific set of rules: The City Code on Takeovers and Mergers (the “Takeover Code”) and the AIM Rules for Companies. I think.
I have now received the following reply from the Takeover Panel which I am digesting!
From: Support Group
Date: Tuesday, 5 August 2025 at 11:27
To: Cliff Weight
Cc: Mark Northway sharesoc., Monitoring , Support Group
Subject: RE: ANEXO Group. Urgent as EGM is tomorrow 6 August
Dear Mr Weight,
Thank you for contacting the Panel Executive on behalf of ShareSoc in relation to Anexo.
The Panel Executive has received your emails and is considering whether they raise any issues regarding the application of the Takeover Code. However, please note that the Panel is restricted from disclosing information relating to the private affairs of any individual or business.
As noted in the Q&A published by Anexo on 1 August 2025, the Takeover Code does not govern the Tender Offer which is subject to the shareholder vote on Wednesday 6 August 2025, nor the period for which that Tender Offer is open.
To the extent that the matters raised with the Panel Executive relate to issues under the Takeover Code and the Panel Executive requires further information or clarification in respect of your emails, we will contact you for further details.
Kind regards,
The Panel Executive
Expect more news by 7.0am tomorrow 11 Aug. Last RNS said
nexo Group PLC
08 August 2025
Anexo Group Plc
(‘Anexo’ or the ‘Company’)
Tender Offer Update
Further to the announcement of the Tender Offer on 9 June 2025, details of which are set out in the Circular, and following the approval of the Tender Offer by Shareholders at a general meeting of the Company held at 10am on 6 August 2025 and the closing of the Tender Offer at 1pm on 7 August 2025, the Company announces that the Tender Offer was heavily oversubscribed.
An announcement of the result of the Tender Offer is expected to be released later today and by no later than 7.00 a.m. on 11 August 2025. An expected timetable of principal events is included below.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Tender Offer announcement.
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the “UK MAR”) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company’s obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further enquiries:
Anexo Group Plc
Mark Bringloe, Chief Financial Officer
Nick Dashwood Brown, Head of Investor Relations
+44 (0) 151 227 3008
http://www.anexo-group.com
Shore Capital
(Nomad & Broker to Anexo Group Plc)
Tom Griffiths / Sophie Collins (Corporate Advisory)
Guy Wiehahn (Corporate Broking)
+44 (0) 20 7408 4090
EXPECTED TIMETABLE OF PRINCIPAL EVENTS1
Event
Date (all 2025)2
Announcement of the result of the Tender Offer
by 7.00 a.m. on 11 August
CREST accounts credited with unsuccessfully tendered uncertificated Ordinary Shares
not later than 13 August
Expected purchase of Ordinary Shares (CREST and certificated) under the Tender Offer
not later than 13 August
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares
15 August
Despatch of cheques in respect of Tender Offer proceeds for certificated Ordinary Shares
by 19 August
Return of share certificates in respect of unsuccessful tenders or balance share certificates
by 19 August
Notes:
1. References to times in this Announcement are to London time, unless otherwise stated.
2. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service which will also be available on the Company’s website.
latest ic article https://www.investorschronicle.co.uk/content/7fe115c4-0dbd-4067-ae02-781ec51e4cc1
Anexo takeover involves ‘irregular activity’, shareholders claim – Investors’ Chronicle
Once point not made in the blog which probably should have been made is this below. It would be good to mention this in the analysis of the financial accounts above, even if it’s not a 2024 item.
…derstanding of the company’s operations.
•Timing is k****ey: They are making their move when the company’s cash flow is at a point of maximum strain and market sentiment is low. They are bidding before the massive investment in the VW emissions cases begins to turn into highly profitable cash settlements.
•Capturing the u****pside: If the VW litigation is successful over the next 1-3 years, it could lead to a huge influx of cash and profit for Anexo. By taking the company private now at 60p DBAY and it…
latest update from interactive tells us the bad news about you cannot hold unquoted shares in an interactive ISA or SIPP (personal pension).
ANEXO GROUP PLC ORD GBP0.0005
Event Type De-Listing
Description Proposed Delisting
Meeting date: 12th September 2025 (10:00am)
Proposed effective date: 24th September 2025 (07:00am)
Market affected: Alternative Investment Market (AIM)
Trading Restrictions: The last day we will be supporting trading will be 23rd September 2025
Anexo Group plc has announced its intention to cancel its listing of Ordinary shares from trading on AIM, subject to shareholder approval at the General Meeting on 12th September 2025.
If approved, the delisting is expected to become effective on 24th September 2025 at 07:00am.
We would also like to draw your attention to the takeover offer for Anexo Group plc which is currently taking place. The corporate action notice is viewable on your account, for details and options.
As the shares will no longer be trading on a supported stock exchange, you may choose to sell your holding prior to our last day of trading listed above.
ISA Customers
Due to restrictions imposed on ISA accounts, unlisted shares are not considered a qualifying investment. Following the stock becoming ISA ineligible, we will arrange to move your shares to a linked trading account, opening one on your behalf if you do not already have one.
SIPP, Pension Trading Account, and Junior ISA customers
Unlisted shares are not considered a qualifying investment for these accounts and withdrawals are not permitted from these products.
Anexo ShareSoc price down to 30p. A squeeze is being executed on those who did not sell earlier. This stinks.
Latest blog from me https://www.sharesoc.org/laggards/anexo-directors-say-we-have-done-nothing-wrong/