Statement re possible offer for Anexo Group plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

18 August 2021

DBAY Advisors Limited ("DBAY")

Statement regarding possible offer for Anexo Group plc ("Anexo" or the "Company")

Further to the announcement of 23 June 2021 regarding a possible offer to acquire all of the issued and to be issued share capital of Anexo and the announcement of 21 July 2021 regarding the PUSU extension, DBAY confirms that it does not intend to make an offer for Anexo under Rule 2.7 of the Code. This is a statement to which Rule 2.8 of the Code applies.

Under Note 2 on Rule 2.8 of the Code, DBAY, and any person(s) acting in concert with it, reserves the right to set the restrictions in Rule 2.8 of the Code aside in the following circumstances:

a)    with the agreement of the board of directors of Anexo;

b)    following the announcement of a firm intention to make an offer for Anexo by or on behalf of a third party;

c)     following the announcement by Anexo of a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or

d)    where the Panel on Takeovers and Mergers (the "Panel") has determined that there has been a material change of circumstances.

The person responsible for arranging the release of this announcement on behalf of DBAY is Mike Haxby (COO, DBAY Advisors Limited).

Enquiries:

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, is acting for DBAY and no one else in connection with the above and will not be responsible to anyone other than DBAY for providing the protections offered to clients of Investec nor for giving advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Publication on a 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 the business day immediately following the date of this announcement.

The content of the website referred to above is not incorporated into and does not form part of this announcement.