Anexo Share Chat (ANX)

Yep. Get out while you can, unless you trust this bunch of rapacious unprincipled b$st$rds to not rip you off aecond time and you don't need it for 5 years. In the meantime, I suggest you write your MP to protest this, as many have, and more should., in the following terms.

Subject: Urgent: Please Support Treasury Select Committee Review into Regulatory Failures

Dear [MP’s Name],

I am writing as your constituent to ask for your urgent support in relation to the recent Anexo

Group takeover, which has raised profound concerns about the protection of minority

shareholders and the integrity of the UK’s financial markets.

As you may be aware, this case has already been raised with the Treasury Select Committee, and

I attach for your reference: a recent Investors Chronicle article by Simon Thompson, highlighting the wider market

integrity issues at stake.

The message is simple: regulators have failed to act. Each has passed responsibility to another,

leaving pensioners, parents saving for their children, and ordinary investors exposed to coercive

practices. The company itself has claimed it has “done nothing wrong” and pointed out that “no

regulator has complained.” This highlights precisely why parliamentary oversight is now

essential.

I therefore respectfully ask that you:

 Publicly support the Treasury Select Committee’s review into this matter; and

 Write to the Committee directly to indicate your support for a full investigation into the

regulatory failures.

This is no longer about one company. It is about restoring confidence in the UK’s financial

markets and ensuring that minority shareholders are protected.

I would be grateful if you could confirm your position on this matter, and please copy me into

any correspondence you send to the Treasury Select Committee.

Thank you for your attention and support.

Yours sincerely,

[Your Full Name]

[Your Address & Postcod

https://www.investorschronicle.co.uk/content/372f9d26-daaa-412a-bd70-33f10028b77f?xnpe_tifc=b.QshkbZxuHlbuoj4IEuh9psafeWaeiWhFW_RMPgRki3hIxd4oB9afeWaG8.adJS4DnDhIBsxdxl4FQ_hFHl4XTT

If you don't like the PIK loan note, I didn't, then get your £5k while you can. The sp will not be going up and I am amazed there is still a market.

Well after too long of not checking my SIPP. I've just read the messages regarding this company of which I hold circa £5k worth at current value.. currently over 60% down... what do people suggest please

So, at 40p, any holders arte stuck in a non convo unsecured, untradeable, PIK loan note from an unregulated offshore body, with interest accruing till maturity @15% on a 60p per share nominal value. So, a potential 22.5% nominal return, compounded over 5 years....IF the issuing body pays up in 5 years time.

That seems to me to be taking far too much on trust from a BoD who have demonstrated an unscrupulous thirst to rob shareholders for their own benefit. I fing it hard to believe they will willingly pay out at 60p a share plus 5 years @15% cum, 120p or so a share in total. in 5 years time. (compounded annually. They will actually compound quarterly, so a bit more)

i certainly won't be buying back in, i don't really understand why the SP wasn't down to 30p ish b4 the tender date (basically the value of the tender) cos imho that's all anybody's ever getting back fron this gang of thieves. With that gone, it's a real gamble on ever getting your money back.

"Simon Thompson: Takeover saga makes its way to Westminster" - https://www.investorschronicle.co.uk/content/8fa05164-8fc3-4628-86fa-ba136fac3bb6

Some of you may already be part of the informal small shareholders group which is led by the Principal behind the excellent Rock and Turner Substack. If you aren't already, I suggest you contact the principal via the R and T Substack. A "Letter Before Action" is being submitted on behalf of over 100 shareholders and it draws attention to the Breach of Directors Duties, the collapsing of the share price to suit insiders, and the fundamental inequality of securities being offered. The principal of this firm is a very credible investment manager who really knows his stock exchange regs and I'm happy that he is fronting on behalf of small investors in this sorry saga. I suggest those not already on board consider joining up.

Only if your broker supports such a thing. Neither of mine will. So nowhere for the instruments to go. Meanwhile the takeover panel has forced some small changes which do not address the issues I have. Some shares have come good and some gone bad over the last 30 years but I have not seen anything like this. DBay has intervened in a couple of my holdings. Neither made any progress for me after their intervention. I should have sold out at the first sniff....

They get transferred to a trading account outside of the ISA/SIPP.

But what are they worth? They are a claim on a SPV with no assets. Seems to me they could easily be rendered worthless at the whim of the same ppl who are robbing shareholders in the first place.

Surely a more likely outcome would be for the notes to sit outside the tax wrapper in a taxable account. This would probably depend more on the broker involved.

The PIK notes cannot be held in an ISA or SIPP because they are untradeable securities. It is not clear to me what would happen to them but total loss seems to be the most likely outcome.

Directors of Anexo hang your heads in shame. Acts like this is whats killing investment into British companies.

Under most takeover regulations—such as the UK’s Takeover Code or India’s SEBI Takeover Code—forcing shareholders to accept non-voting B shares in place of their existing voting shares would raise serious legal and governance concerns.

Here’s why:

🔍 Key Principles of the Takeover Code

- Equal Treatment: All shareholders must be treated fairly during a takeover. This includes offering the same terms to all holders of the same class of shares.

- Mandatory Offers: If an acquirer crosses certain thresholds (e.g. 30% voting rights in the UK), they must make a cash offer to all shareholders at the highest price paid in the last 12 months.

- Voluntary Acceptance: Shareholders must be given the choice to accept or reject the offer. Coercion—such as forcing conversion into non-voting shares—is not permitted under the Code.

🚫 Can a Shareholder Be Forced to Accept Non-Voting Shares?

- Not under the Takeover Code: The Code prohibits any action that would disenfranchise shareholders or reduce their rights without consent.

- Requires Shareholder Approval: Any restructuring that converts voting shares into non-voting ones typically requires approval via a special resolution (usually 75% majority).

- Could Trigger Regulatory Scrutiny: Such a move might be seen as an attempt to circumvent control thresholds or disenfranchise minority shareholders, which could attract regulatory penalties or intervention from the Takeover Panel.

🧠 Strategic Implications

If a bidder wants to offer non-voting B shares as part of consideration:

- They must disclose this clearly in the offer document.

- Shareholders must be free to choose whether to accept.

- The Takeover Panel may require that a cash alternative be offered to ensure fairness.

Would you like to explore how this plays out in a real-world case or dive into the mechanics of B shares and voting rights?

This board is an absolute joke. The company commits to the QCA Corporate Governance Code. According to the QCA Code, only non-execs can be independent. Indeed, even the company itself (in the annual report) says that Alan Seller is not considered independent because of his executive role.

Yet, conveniently for the purpose of the proposed transaction, 4 executive directors are deemed "independent". Not just that, they also make up the majority among the "independent" group. One of them added to the board halfway through the offer period, presumably to secure a majority as the 3 NEDs didn't want to put their necks on the line through blatant violation of their fiduciary duties. A different consideration for the executive directors who have jobs on the line. He who pays the piper calls the tune.

Iggy On Investing Substack has a note dated 29th May about this case, and he lists the email addresses of the directors, including the Independent Directors, who should have been policing the behaviour of the executive. He suggests we email each of these directors, which I've done. I'll try to post the link here, but if it fails, search for IggyOnInvesting Substack "Anexo Group, the Stag Hunt". https://iggyoninvesting.substack.com/p/anexo-group-the-stag-hunt

You can email the Takeover Panel at supportgroup at thetakeoverpanel.org.uk

I think despite the ongoing coordination among minority shareholders it is still important to send letters individually to Panel and FCA, as I and many others have done. More difficult to ignore if there is a flood of letters from minority shareholders.

Important to highlight the coercive aspect of the offer, i.e. "either you accept our partial tender at a price that even the board's adviser does not deem fair and reasonable, or risk being stuck with potentially worthless, private securities that do not carry any voting rights, covenants, etc"

James@theinvestment.company has put together a group of shareholders. If you email him he can send you the lengthy letter he sent to Anexo last week.

Are there any non-Twitter contact details for these minority groups? I've been drafting my own letter to the Takeover Panel/FCA but not sure this is going to be a particularly effective use of my time compared to a more collaborative approach.

They are writing to company, board, regulators etc... worth connecting and staying in touch. Reach out to Iggy (see link below)

Check out the excellent thread summarising the pure shambles of management/DBAY.

https://x.com/IggyOnInvesting/status/1947923433079070888

Why are they writing to the company? It's the Board of Directors who are responsible for this shambolic offer.

Interesting to see Peter "Pedro61" over here making friends too.

Best to block this absolute fool. He's crawling many other boards deramping for the sake of it. Embarassing human that can't even keep his own accountancy afloat - has fluffed up three separate companies.

Painfully cringey character

I also think that press coverage of this issue would be helpful to your cause,as the financial press I feel would be entirely sympathetic on the issue.

Vrunk. I think that a good M.P. would look into this issue,and get action at ministerial level. I think political involvement is called for,as this is not just about this case,it is about honesty,decency and fair play,and above all about reputation of the markets in a much wider sense..

Problem with his strategy is that once the tender offer has closed, who is going to buy the shares? Few will be interested the loan notes, which a ST notes "have limited minority shareholder protection". Read ; mone at all. A BoD willing to shaft minority holders as is happening here is quie capable of separating the notes from the assets and rendering them worthless. Imho the only option is to sell, tho who is buying I have no idea.

The only way I would buy now is if the price were sub 30p, and I could tender my shares at 60p and basically get the PIK notes free.

Accordingly, I sold yesterday.

I don't trust his latest article which is advising a sell after taking the 60p per share tender offer. The only option I can see here that isn't value destructive is to take the unlisted shares so at least the bidders would have to try again to steal the company assets from me.

Something that I don't think has been mentioned here is the take-up rate for the tender offer. If this is low, presumably the bidding parties won't then own just over 75% of the shares so the sale might then be subject to a shareholder vote.

Dear SRA Complaints Team,

I am writing to raise serious concerns about Mr Alan Sellers, solicitor and executive chairman of Anexo Group Plc (AIM: ANX).

Mr Sellers has played a central role in overseeing a transaction whereby Anexo is being taken private by entities linked to DBAY Advisors. The terms of this deal are deeply prejudicial to minority shareholders: a partial tender offer at 60 pence per share is coupled with an option to exchange the remainder into illiquid, non-voting private instruments (loan notes or B-shares). These instruments offer no clear path to exit and strip minority investors of liquidity and rights.

There is no meaningful control premium, and the transaction was effectively orchestrated by a board chaired by Mr Sellers — who stands to benefit while minority holders are left with no practical recourse. This raises serious questions about Mr Sellers’ compliance with his duties as a solicitor, particularly in regard to:

Integrity and independence

Public trust in the profession

Avoidance of conflicts of interest

Fair treatment of third parties and stakeholders

Given that Mr Sellers continues to be registered with the SRA, I believe his conduct warrants urgent investigation.

I would be grateful if you could confirm receipt of this complaint and advise whether the matter will be reviewed under your professional conduct standards.

Sincerely,

Xxxxxxx

Bassman 72. You enjoy your trolling of posters who challenge your nonsense,but, some things are important and Investors can see they are important. Some Investors have morals and decency,I know this concept is alien to somebody with your trolling tendencies.

Pedro is a pump and dumper penny pirate, with various alter-egos. to be ignored! Generally on low liquidity small caps trying to trick inexperienced investors. Got caught on RCFX, won't stop going on about it 😂

If what they are doing is legal,it must be getting very close to the line of not being,and many would suggest those in the legal profession should have the highest level of respect and decency and should not be opportunistic ,but operate fairly,especially with those who were persuaded to invest at much higher prices,and held beliefs in the company promoted by the company and would not expect the treatment now meted out.

Because in my day a Lawyer was respected and any action taken had to be seen to be honest.I still believe in this,otherwise the whole system is undermined.

Pedro, why do you keep saying that lawyers should be honest or decent, particularly when you're not an investor here.

This sort of practice cannot be allowed,as it is tantamount to theft in broad daylight in full view of the authorities who should protect. Such blatant action must be stamped out,especially when those committing this violation of rights happen to be Lawyers. This is shocking,in my opinion. Such financial thuggery should not happen if the U.K. wishes to have any kind of reputation,and for it to happen at the hands of supposedly honest Lawyers is especially alarming. How these Lawyers who have a duty to perform and act honestly,can hold their heads up with any pride after this act of thuggery,I do not know

Regarding c), it is even worse: According to Grant Thornton, these shares:

"... (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)."

Presumably the regulatory channel appears to be the best approach here. It appears that we minority shareholders have been offered by the bidders

a) to buy our shares at a discount to market value

b) exchange our shares for a promise to pay 187% of current market value in 5 years (but as a junior creditor and who's to say they don't make a later offer here to pay less)

c) Take non-voting non-tradable shares in a company where you currently hold voting and tradable shares.

It's not clear to me that all of these options are open to all existing shareholders but only the third option comes remotely close to return what the shares are currently worth and the lack of tradability is a big discount. So I think the Takeover panel or FCA would have clear grounds to sanction the offer based on fairness.

Weird. The management appear to have put in a floor which left my trading app hunting around. So as far as I can see the bid hasn't been withdrawn: it can still be completed by 5pm but they appear to be attempting to anchor expectations.

Not looking forward to today's trading.

Why would the bidders, let alone the independent members of the Board, consider that a tender offer of less than 90% of the current SP would be acceptable? Failing that we'll give you illiquid notes that will be worth something in 5 years time.

I must be missing something because this looks like an offer for an entirely different company.

There are clear conflicts of interest here but it is also clear that the Directors, in accepting the offer, have failed to look after the interests of all shareholders. Based on NAV per share, the bidders will "pay" £26.2m to the 37% minority shareholders leaving them with £141.3m or £1.90 per share (an increase of 34%). I don't think the NAV figures in that shareholder letter were correct.

If they have a legal protection it is probably only because most of the directors will not have voted on accepting the proposal - the RNS suggests that possibly only two directors approved the deal so it might be just them carrying the can if the FCA find they have breached their duties as directors.

Pure fraud my friend The FCA need to get involved here.

I have also written as suggested. But I fear it won't do any good, they will have ensured they are within the rules. Sold today.

This is brazen theft,in my opinion. And they say Lawyers have to be honest!

Monitoring@thetakeoverpanel.org.uk

supportgroup@thetakeoverpanel.org.uk

aimregulation@londonstockexchange.com

ir@anexo-group.com

mna@shorecap.co.uk

info@dbayadvisors.com

Not all of this worked but the main regulators did. We need to make a lot of noise and they may be forced to better the offer

So, DBAY has concocted a vehicle to buy out Anexo at a significant discount in a stitch up of minority shareholder interests by a joint CEO bringing into question their fiduciary responsibility

Maybe the problem here is that you can never get a group of lawyers to agree on anything.

On the bright side, this extension is only a week.

Two months of fairly meaningly form-filling and we are no nearer to a resolution. There's a reason for the "put up or shut up" rule.

We can only wait to see the offer although the delay itself is making me more suspicious and I feel we might even need a good answer as to why it has dragged on for so long. But let's first see the offer to determine if we think it is derisory - if that is the case we have plenty of options listed further down the message board.

Alan added another director to the board yesterday—someone likely very aligned with him and expected to help push the deal through, even if it means accepting terms that are unfavorable to existing shareholders and had previously been negotiated by the current board. I'm expecting a disappointing outcome but ready to move on.

...as you say how could they not know the business - smacks perhaps of the difficulties of the non involved directors getting some form of reasonable outcome for shareholders that could show some pretence of looking fair!?

Either way it doesn't inspire a satisfactory outcome...

Having held Anexo shares for many years, I grew sick and tired of their neglect towards shareholder and got out at a loss around today's price. They rejected a 150p bid from dBay just a few years ago, and look at where they are now. The owners are constantly looking for ways to sell down their major holdings, and every time the share gets a bit of a momentum they would hit the sell button and drag it right back down. They have cancelled the dividend because they think that the sale will go through either way so the money may as well be in their pocket than yours. They think the company will look less attractive without it and therefore more likely to go through. They shouldn't be paying a dividend anyway with their terrible balance sheet.

Board approval for any deal should require approval by the 6 members not associated with the bid. If Board members who are part of the bid would be conflicted so should not be approving it. As was previously mentioned, with lawyers present they will be aware of actions that might jeopardise their legal accreditation - such as a legal challenge or regulatory intervention.

A busy week coming so let's wait to see what is tabled.

Agree the board appears to have stopped the dividend for no good reason with no major change from last year. It has also fully expensed costs, which is fine, but looks to be done on purpose to make the results look worse than they actually are. Any announcement on the car litigation cases could transform things (estimated at up to £20m as fully expensed to the bottom line). As the process draws nearer mgt and shareholders should wait for any outcome before bids are considered. Certainly potential confict of interest between shareholders & directors when they are so involved. I can see yet another low ball uk share bid coming...

But the 5 main board directors are the ones trying the buyout!

Sorry but I don't see why they would do that. The BoD would be expected to try to get the best possible price for any deal.

They can afford to pay dividends, the only reason I have is for them to reduce the attractiveness for the shares so they go down so they can do a buyout for 60p. Maybe I'm too cynical!

Very poor.

Ok so they need to make an offer by 17th June, but the results are out 'before the end of June'. I smell a rat because obviously they will be there or thereabouts with the final results figures and rejigging a couple of 'outlook' sentences in the release can make the shares drop say 25% given it's AIM - so this is totally UNFAIR. So basically they are trying to buy it for 50- 60p?!?!?

Thanks for letting me know. I guess Nick will be busy working on the response to the impending offer and I suspect my time would also be better used following the live story rather than sitting through 2:30hrs of presentations.

I had registered to attend but it looks like Anexo/Nick have been removed from the list of speakers.

Nick Dashwood Brown is taking part in an AJ Bell organised event near Tower Bridge on 20 May.

The deadline for the offer is 5pm on 20 May.

This could be interesteing

A group of minority shareholders has started organising to push back collectively and make sure our voices are heard.

See post on Twitter / X where you can also join.

https://x.com/Delta9Echo/status/1916838014275260550

Naturally they won't want to pay more than they have too but there is some irony that the prospect of a loan notes deal seems to have sent investors running which is a little ironic because it makes a takeover a little easier.

What I think people are missing is that any deal involving loan notes will be more expensive because a lot of investors will not want to hold these instruments - put simply, cash is king in this game. They obviously can't raise this themselves otherwise they would take this route in which case the offer in the form of loan notes will have to be higher to get the necessary votes that they need.

I can't see them getting the 22% votes they need without a decent offer.

I also don't understand the purpose of the deal except that they wantto buy it back cheaply.

Personnaly dont think we should accept loan notes.

Shareholders wont gain much or anything from that deal.

Pedro,

There is this risk but I thought the related party only had 53% so will need nearly half the remaining shareholders to support the deal so don't have all the cards to force through their deal. Not that I subscribe to the idea that they have to be fair as lawyers - there are plenty of lawyers who carry out questionable practices and you don't see too many of them disbarred for it.

In my mind, the biggest risk is that the deal is not unreasonable (relative to SP rather than NAV/share) but that the loan note holders have limited protection to stop the value of ANX getting transferred internally to allow the buyers to extract the value that is currently there

They have the upper hand,and are using it against shareholders.....

Do you mean that as shareholders we would be offered loan notes rather than a cash offer for our shares? Sorry if I'm minsunderstood here. I wonder if those selling their shares are allowing the takeover contigenent to accumulate more shares. I wonder if loan notes can even be held by retail investors in normal trading accounts, such as ISAs etc.

The trouble is ,who wants the loan notes...not many.....That is why the selling is going on...

Anyone selling share in this company must be nuts!

This could be taken over at £1.50 absolutely crazy!

All IMHO, DYOR, No Advice Intended

The 3 parties involved currently own 63%. Think they need 75% to accept a vote. I would think they'd struggle to get the remaining 12% they need if it was a lowball offer considering most of it is held by institutions. (Not legal or investment advice, DYOR etc.)

If the acquirers propose a price, what percentage of shareholers need to agree? 75%? Or is the offer being accepted based on something else?

Although I do believe the company is undervalued, there seems to a huge risk that it will be taken private cheap. If the acquirers already own a significant stake, then they would only need a small percentage of remaining shareholders to give them 75% - indeed they might already have this wrapped up.

I might be completely wrong on how this works though.