TIDMANX
RNS Number : 0508F
Anexo Group PLC
12 November 2020
For immediate release 12 November 2020
Anexo Group plc
('Anexo' or the 'Group')
Acquisition of Shares by New Major Shareholder/PDMR Dealings
Trading Update
Anexo Group plc (AIM: ANX), the specialist integrated credit
hire and legal services provider, is pleased to announce a new
major shareholder and to provide a trading update in respect of H2
2020 to date.
The Group announces today that it and its controlling
shareholders have entered into agreements with leading private
equity firm DBAY Advisors Limited ('DBAY').
DBAY has agreed to acquire a minority stake of 29.0% of the
issued share capital of the Group from Alan Sellers, Samantha Moss
and Valentina Slater at a price of 150 pence per share.
Alan Sellers, who founded the Group in 1996, will continue in
his role as Executive Chairman. Samantha Moss will remain as
Managing Director, Bond Turner, and Valentina Slater will remain as
Sales Director, Direct Accident Management Limited.
DBAY is an international asset management firm with offices in
the Isle of Man and London. It set up its first investment vehicle
in 2008 and now manages investments on behalf of institutional
investors, family offices, pension funds, trusts and foundations in
various funds. DBAY is owned by members of the firm on a
partnership basis.
The Group plans to work closely with DBAY to continue the
expansion of its Credit Hire and Legal Services divisions and is
committed to the creation of value for all its shareholders.
Alan Sellers, Executive Chairman of Anexo, said: "We are
delighted to welcome DBAY as a major shareholder in the Group. They
have an excellent track record of smaller company investment and we
look forward to working closely with them to achieve growth across
our various business divisions."
DBAY partner and Chief Investment Officer, Saki Riffner, said:
"We are excited to invest in Anexo alongside Alan, who has built
the business over the last 25 years, and we are looking forward to
working closely with him and his team to drive the future growth of
the Group."
DBAY will initially acquire 9.9% of the issued share capital of
the Group. Following receipt of the necessary regulatory approvals
from the Financial Conduct Authority and the Solicitors' Regulatory
Authority, DBAY will then acquire an additional 19.1% shareholding
in the Group, resulting in an aggregate stake of 29%. Subject to
these regulatory approvals, the second part of the transaction is
expected to be completed within three months of this
announcement.
Upon completion of the second part of the transaction, DBAY will
have the right to appoint up to three Non-Executive Directors to
the Group's Board of Directors. At the same time, the Group will
enter into an agreement with DBAY which restricts any material
changes to the Group's existing business model, including
acquisitions, disposals and/or debt finance, without the majority
consent of DBAY's representatives on the Board of Directors.
It is anticipated that Alan Sellers, Samantha Moss and Valentina
Slater will give undertakings which preclude any further disposals
of their remaining shareholdings for a period of eighteen months
following completion of the second part of the transaction. At the
end of this period, they will undertake for a further twelve month
period not to sell any part of their individual or collective
holdings below the price of the transaction.
Information relating to the sale of shares to DBAY over the two
tranches and the resulting holdings for Alan Sellers, Samantha Moss
and Valentina Slater is provided in the table below:
Resulting holding Percentage of
Ordinary Shares to after sale of issued share
be transferred to DBAY both tranches capital
Tranche
Shareholder 1 Tranche 2*
Alan Sellers 5,150,100 9,936,051 20,028,165 17%
Samantha
Moss 5,291,703 10,209,244 20,578,843 18%
Valentina
Slater 1,042,198 2,010,705 4,052,991 3%
* subject to SRA and FCA regulatory approval.
Current Trading and Outlook
The Group's core businesses have continued to be fully
operational following the reintroduction of a national lockdown.
Activity levels in the Credit Hire Division (EDGE) continue to be
high. The COVID-19 pandemic has led to a number of the Group's
competitors withdrawing from the market and, as a result, Anexo has
been approached by a number of high-quality introducer garages
looking for new partnerships. The Group has taken advantage of this
unprecedented opportunity to expand its introducer network; as a
consequence the number of vehicles on the road during H2 2020 has
consistently exceeded internal targets and, as at 10 November 2020,
stood at 1,902. Despite the decline seen at the start of the first
lockdown in March and April 2020, the average number of vehicles on
the road for FY 2020 is expected to exceed the figure for FY
2019.
The courts remain open, as they have done throughout the year,
and the Group's Legal Services division, Bond Turner, has continued
to reach case settlements via telephone and online hearings where
necessary. The Group is maintaining its expansion in staff numbers
and the necessary supporting infrastructure and expects this
investment to continue to support case settlements and cash
collections into FY 2021.
Despite the COVID-19 pandemic, which has continued to have an
impact on cash collections in H2 2020, the Board expects overall
cash collections for FY 2020 to be ahead of the prior year. The
expansion of the introducer network and the corresponding increase
in the number of vehicles on the road has led to the expectation
that H2 2020 will be a period of cash absorption rather than cash
generation.
The Group announced on 28 January 2020 that a new regional
office in Leeds for Bond Turner would open during FY 2020.
Following delays caused by the COVID-19 lockdown, the Group is now
pleased to confirm that a lease has been signed and the Leeds
office will become operational in the first quarter of FY 2021.
Staff have already been recruited and further recruitment will
continue during the remainder of FY 2020 and throughout FY
2021.
Following its most recent marketing campaign concerning the
legal action against Volkswagen AG (the 'VW Emissions Case'), the
Group is currently actively engaged on approximately 13,155 cases.
These marketing campaigns are ongoing and, as previously announced,
all associated costs are expensed as occurred. The Group continues
to explore potential emissions claims involving other
manufacturers.
The Board confirms that, as stated at the release of its Interim
Results on 13 August 2020, it expects H2 2020 underlying profit
before tax (before investment in VW Emissions Case acquisition) to
recover strongly from H1 2020 levels. Notwithstanding the current
national lockdown and the continued uncertainty caused by the
COVID-19 pandemic, the Group is trading in line with management
expectations. The Board will provide further updates to the market
in due course.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Alan Sellers
------------------------ -----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Executive Chairman
------------------------ -----------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------------ -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Anexo Group plc
------------------------ -----------------------------------------
b) LEI 213800CJHD5C8M4MEY87
------------------------ -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description Ordinary Shares of 0.05p each
of the financial
instrument,
type of ISIN: GB00BF2G3L29
instrument
Identification
code
------------------------ -----------------------------------------
b) Nature of Sale of ordinary shares
the transaction
------------------------ -----------------------------------------
c) Price(s) Price No. of shares
and volume(s) 150p 5,150,100
--------------
------------------------ -----------------------------------------
d) Aggregated
information Volume: 5,150,100
volume Weighted average price: 150p
- Price
------------------------ -----------------------------------------
e) Date of 12 November 2020
the transaction
------------------------ -----------------------------------------
f) Place of London Stock Exchange, AIM
the transaction
------------------------ -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Samantha Moss
------------------------ -----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Director
------------------------ -----------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------------ -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Anexo Group plc
------------------------ -----------------------------------------
b) LEI 213800CJHD5C8M4MEY87
------------------------ -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description Ordinary Shares of 0.05p each
of the financial
instrument,
type of ISIN: GB00BF2G3L29
instrument
Identification
code
------------------------ -----------------------------------------
b) Nature of Sale of ordinary shares
the transaction
------------------------ -----------------------------------------
c) Price(s) Price No. of shares
and volume(s) 150p 5,291,703
--------------
------------------------ -----------------------------------------
d) Aggregated
information Volume: 5,291,703
-volume Weighted average price: 150p
- Price
------------------------ -----------------------------------------
e) Date of 12 November 2020
the transaction
------------------------ -----------------------------------------
f) Place of London Stock Exchange, AIM
the transaction
------------------------ -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Valentina Slater
------------------------ -----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Director of subsidiary
------------------------ -----------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------------ -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Anexo Group plc
------------------------ -----------------------------------------
b) LEI 213800CJHD5C8M4MEY87
------------------------ -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description Ordinary Shares of 0.05p each
of the financial
instrument,
type of ISIN: GB00BF2G3L29
instrument
Identification
code
------------------------ -----------------------------------------
b) Nature of Sale of ordinary shares
the transaction
------------------------ -----------------------------------------
c) Price(s) Price No. of shares
and volume(s) 150p 1,042,198
--------------
------------------------ -----------------------------------------
d) Aggregated
information Volume: 1,042,198
volume Weighted average price: 150p
- Price
------------------------ -----------------------------------------
e) Date of 12 November 2020
the transaction
------------------------ -----------------------------------------
f) Place of London Stock Exchange, AIM
the transaction
------------------------ -----------------------------------------
- Ends -
For further enquiries:
Anexo Group plc +44 (0) 151 227 3008
www.anexo-group.com
Alan Sellers, Executive Chairman
Mark Bringloe, Chief Financial Officer
Nick Dashwood Brown, Head of Investor
Relations
Arden Partners plc
(Nominated Adviser and Joint Broker)
John Llewellyn-Lloyd / Benjamin Cryer +44 (0) 20 7614 5900
(Corporate) www.arden-partners.co.uk
Tim Dainton (Equity Sales)
Berenberg
(Joint Broker)
Mark Whitmore / Yudith Karunaratna +44 (0) 20 3207 7800
Buchanan
(Financial Communications)
Henry Harrison-Topham / Steph Watson +44 (0) 20 7466 5000
Anexo@buchanan.uk.com
Notes to Editors:
Anexo is a specialist integrated credit hire and legal services
provider. The Group has created a unique business model by
combining a direct capture Credit Hire business with a wholly owned
Legal Services firm. The integrated business targets the
impecunious not at fault motorist, referring to those who do not
have the financial means or access to a replacement vehicle.
Through its dedicated Credit Hire sales team and network of
1,100 plus active introducers around the UK, Anexo provides
customers with an end-to-end service including the provision of
Credit Hire vehicles, assistance with repair and recovery, and
claims management services. The Group's Legal Services division,
Bond Turner, provides the legal support to maximise the recovery of
costs through settlement or court action as well as the processing
of any associated personal injury claim.
For additional information, please visit:
www.anexo-group.com
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