Anexo: The Fight for Fair Value Has Begun

How an Active Minority Can Defend Its Rights

Minority shareholders in Anexo are under threat. A consortium led by Alan Sellers, Samantha Moss, and DBAY Advisors wants to take the company private—using loan notes or shares in a new, unlisted vehicle.

It’s a move that risks locking minorities into illiquid, hard-to-value instruments. Worse, it’s being done at what looks like a deep discount to fair value.

But this time, they miscalculated.

In the age of social media, minorities can fight back—and they already are. On Twitter/X, over 13% of Anexo’s free float is communicating through a minority twitter group. Together with other large shareholder we are in contact with we believe currently 19% of holders are individually against a deal as current announced. This gives minorities a real shot at ensuring a fair deal or even stopping a forced delisting.

But only if every shareholders individually takes action.

This article will lay out:

• Why the proposed deal is likely unfair,

• What “fair value” actually looks like,

• A timeline of key events (past and upcoming),

• And most importantly: what you must individually do now to ensure minority holder are treated right.

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🔥 Why Minorities Likely Oppose This Deal

The full terms aren’t public yet—but we’ve already seen enough to raise red flags.

Two letters, now public, outline the case clearly. If you haven’t read them, do that first:

• Letter from Minority Group (approx. 10%)

• Letter from Iconik Capital KG (approx. 3%)

Both raise several solid objections, but let’s focus on the two biggest:

1. Illiquid instruments are a trap.
Any deal offering loan notes or shares in a new private company is a raw deal for minorities. These instruments:

• Are hard to value or sell,

• Strip shareholders of the rights that come with a listed company,

• Give controlling parties more leverage.

2. The offer likely undervalues Anexo.
Anexo currently trades at:

• At a near all time low

• 0.5x book value

• <5x P/E

• <5x EV/EBIT

That’s cheap on every metric—especially for a business that claims to be conservative in its accounting¹. Any fair deal would need to reflect Anexo’s true earnings power and net asset value.

Bottom line: We should demand a clean cash offer close to intrinsic value. Or no deal at all. Anexo can stay public and re-rate naturally, with growing attention and a stronger business mix.

💰 What Is Fair Value?

Before we talk strategy, let’s define what we’re fighting for.

We don’t need a full valuation model to make the case. A few facts and reasonable estimates tell the story.

🟢 Claim 1: Anexo is stronger than ever

The business has improved. The housing disrepair division now makes up a larger share of revenues, which:

• Improves margins,

• Speeds up the working capital cycle,

• Raises return on equity.

Add to that the emerging use of AI and Large Language Models, which can streamline repetitive legal workflows and cut costs dramatically.

Put simply: Anexo is a better business today than ever before. That means any deal now should be done at better multiple than in the past.

🟢 Claim 2: Past deals set a clear pricing floor

• DBAY previously offered 150p/share in cash² — 1.3x book value — and even that was rejected as too low³.

• DBAY, acquired share in Anexo from Sellers and Mos in 2020 and 2021 at 150p a share at higher valuation than today⁴.

• IPO price in 2018 was 100p a share or a multiple of 1.4x book⁵.

If that was the floor then, the floor today should be higher — given improved business fundamentals and inflation-adjusted capital costs.

🟢 Claim 3: ROE demands a premium

Anexo has historically earned 15%+ return on equity.

That’s well above its cost of capital — and companies that earn their keep should trade above book value.

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🔢 A Simple Estimate of Fair Value

Let’s estimate Anexo’s book value today, based on reasonable projections.

• Last reported book value (H1 2024): £162 million

• Estimated profit (H2 2024 + H1 2025): £24 million (£12m per half)

• → Projected book value (H1 2025): £186 million

We also need to include the present value of emissions case settlements, which could add roughly £15 million.

That brings total adjusted book value to ~£201 million.

Apply DBAY’s own past bid multiple (1.3x), and we get:

Estimated fair value floor: £261 million, or ~223p per share (3x+ current price)

That’s a reasonable floor — not a ceiling.

⏱️ Timeline: What’s Happened and What’s Next

Here’s a quick look at the key events so far — and what lies ahead depending on how the consortium structures their offer.

What’s Already Happened

• 22 April, 3:20 PM – Betaville reports a likely bid for Anexo led by DBAY, Alan Sellers, and Samantha Moss⁶.

• 22 April, 5:00 PM – Consortium is forced to confirm it intends to make an offer⁷.

Today: 5 May

Minority opposition is growing. But time is short.

8 May – Annual Report Published

The 2024 Annual Report is expected on 8 May, but can be delayed. This will update shareholders on the company’s latest financials.

But a warning:
Insiders may downplay the numbers to make a lowball offer look more appealing. Read critically. Compare against past statements and your own valuation assumptions.

20 May, 5:00 PM

This is the final deadline for the consortium to put forward a formal proposal, although an extension can be requested from the take over panel. What happens next depends entirely on the structure of that deal.

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⚖️Three Possible Scenarios

Option 1: Consortium Drops the Bid

What happens:
Consortium backs off — likely due to shareholder resistance or lack of viable structure.

Indicative Timeline:

• 20 May: No offer submitted.

• Afterwards: Speculative bid premium fades, but price likely stabilizes as fundamentals take over.

Upside:

• Shareholders keep tradable stock, no forced sale, no delisting, no illiquid instruments.

• Attention from this fight could lead to a market rerating or new suitors.

• The now activated minority can push activist changes, i.e. better disclosure, capital allocation and governance changes.

Downside:

• Minor, short-term price dip possible.

🔑 Best outcome if the current offer is lowball or structurally toxic.

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Option 2: Voluntary Tender Offer

What happens:
The consortium launches a tender offer — shareholders can individually choose to sell.

Indicative Timeline:

• 20 May: Offer announced.

• 21 May–21 June: Tender period (typically 28 days).

• Late June–July: If 90% threshold reached, squeeze-out follows. If 75%, they could move to delist.

Upside:

• Shareholders retain freedom of choice.

• No forced acceptance of loan notes or private equity — unless they hit 90%.

• If the full 19%+ minority block we believe is against the deal than it can prevent a squeeze-out and fight delisting.

Downside:

• If weak hands tender early, consortium could cross 75%, giving them the power to win a delisting vote.

• Fewer safeguards than a Scheme.

🔑 This is a numbers game — every percent matters. Do your part.

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🧾 Option 3: Scheme of Arrangement

What happens:
The consortium proposes a court-sanctioned scheme, requiring a formal vote of shareholders.

Indicative Timeline:

• 20 May: Scheme structure announced.

• 17th of June (28 days after announcement unless extended): Scheme circular published, including:

  • Fairness opinion from an independent adviser,

  • Board recommendation,

  • Full terms and valuation.

• 8–15 July (Normally held 21–28 days after the circular is posted): Shareholder meeting for vote.

• 22–26 July (1–2 weeks after the shareholder meetings): Court hearing and, if approved, cash/stock distributed.

Voting Threshold:

• 75% of the votes cast at the meeting. (There is also a possibility that the take over panel rules that 75% of the independent votes have to vote in favor.)

Upside:

• Minority shareholders control the outcome.

• Any scheme must be clear, transparent, and offer real value to pass.

• Loan notes and private shares are unlikely to survive a serious vote.

Downside:

• If passed, it binds all shareholders — even those who vote against.

• Requires high turnout from minorities.

• Independent directors and advisers may come under pressure to recommend a weak deal.

🔑 This path gives us the most formal protections — but only if every shareholder does his part.

🛡️ Actions for Active Minority Shareholders

The biggest risk minorities face isn’t just a bad offer — it’s inaction.

A inactive shareholder base could get taken advantage of with a lowball bid or hand the consortium the 75% they need to delist. But if we stay visible, vocal, and everyone individually does his part, we can defend our rights.

Here’s what every shareholder should individually can do:

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✅ 1. Join the Minority Communication Channel

Why:
Communication is our superpower. The group already includes 13%+ (19% if you include our contacts outside the group) of the share capital that on individually basis are likely to oppose the deal.

By joining the group, you can:

• Help tally votes,

• Stay informed in real time,

• Appoint or be a proxy for others.

How:
Message me on Twitter/X @iggyoninvesting, and I’ll add you to the group.

🧠Remember: A 25% block is all we need to stop a delisting the largest risk

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✉️ 2. Email the Independent Directors and the Board

Why:
If this deal proceeds via a Scheme of Arrangement, independent directors hold key power:

• They must protect minority interests,

• Commission the fairness opinion,

• Recommend (or reject) the offer.

Early, visible opposition:

• Shows shareholder are serious,

• Forces them to think twice,

• Can derail a bad deal before it gets momentum.

What to do:
Write a clear, short email. That states your own views clearly, for example:

• You oppose any structure involving loan notes or private shares,

• You believe the company is undervalued,

• You support the two letters already sent (link & link).

Key Contacts to Email:

🧑‍⚖️ Independent Directors:

• Roger Barlow – roger.barlow@btinternet.com

• Christopher Houghton – chrhough@talktalk.net

• Richard Pratt – rickpratt2@aol.com or richard.pratt@3pb.co.uk

🧑‍💼 Board / Consortium Members:

• Alan Sellers – asellers@anexo-group.com, sellersalan@gmail.com

• Mark Bringloe – mbringloe@anexo-group.com

• Alexander Paiusco – apaiusco@dbayadvisors.com

• Saki Riffner – sriffner@dbayadvisors.com

📢 Other:

• Nick Dashwoodbrown – nick@dashwoodbrown.com

• DBAY Advisors – info@dbayadvisors.com

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🗳️ 3. Register Your Shares to Vote

Why:
The consortium already holds 63%, if to many minority shareholders sit out, they could:

• Cross 75% — giving them the power to force a delisting,

• Push through a deal no one wants.

What to do now:
Contact your broker (or look it up) and ask:

• “How do I register my shares to vote at the AGM or Scheme meeting?”

• “Can I appoint a proxy if I can’t attend?”

If it’s an in-person vote, be ready to:

• Attend yourself, or

• Let someone vote on your behalf.

⏳ This is urgent. Don’t assume your shares are vote-ready — check today.

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📢 4. Make Noise on Social Media

Why:
We’re close — with 13%+ in the group and more joining from us contacting the form 8.3 filers bringing us to 19%, we’re within reach of the 25% blocking threshold.

But some holders may not even know what’s happening and feel pressured to accept the deal. One tweet could change that.

What to do:

• Post or repost about the deal,

• Share analysis or opposition letters,

• Tag media accounts,

• Encourage others to vote and join the group.

📣 Awareness = Power. Let’s find every last holder activate them and make them aware of their rights.

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📌 Final Word

This is the moment.

A passive minority will get steamrolled — but a active one can block a bad deal, prevent a delisting, and fight for real value.

Stay loud. Stay visible. Stay active.

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Warning: The following article is for informational purposes only and should not be considered as investment advice. The author is not a registered financial advisor and does not provide investment recommendations. Any investment decisions you make should be based on your own research and analysis.

Additionally, please be aware that the author may have a financial interest in the securities discussed in this article. The author reserves the right to buy or sell any security mentioned in this article at any time, without prior notice. Therefore, the information presented in this article should not be considered as a solicitation to buy or sell any security. Please consult with a registered financial advisor before making any investment decisions

1. CFO during 2024 H1 earnings call: “We're investing huge sums of money to support impecunious individuals from either a credit hire or a housing perspective, and we hold those recoverable assets on our balance sheet until we're able to recover the cash from the typically at-fault insurer in settlement of that case. So our own business valuation, certainly from a receivable perspective, we believe is conservative at varying different stages.”

2. 23 June 2021 possible cash offer by DBAY of 150p [Link[

3. 18 August 2021 bord rejects deal as they consider 150p below fair value [LINK]

4. 3 march 2021 DBA purchase 29% of the shares for 150p [LINK]

5. 18 June 2018 placing announce at 100p or 110m market cap, book at the end of 2018 was 76m so 1.4x [Link]

6. Betaville Article [Link]

7. Deal announcement [Link]