Potential buyers of the listed professional services business Anexo face a shareholder challenge to their plans for a takeover. A letter signed by a coordinated group of minority shareholders was sent to the company this week registering the ‘strongest possible objection’ to proposals for a management buyout.
It was revealed last week that DBAY Advisors and husband and wife Alan Sellers and Samantha Moss were preparing a takeover bid for the credit hire and legal business, which includes the Liverpool law firm Bond Turner. They are the largest shareholders in Anexo, collectively owning around 63% of the company.
Asset management firm DBAY said the deal would involve loan notes issued by a newly-incorporated entity jointly controlled with Sellers and Moss. An announcement was made to the London Stock Exchange about the takeover bid without the consent of Anexo.
Minority shareholders opposing the contemplated deal own around 15% of the company. They say the plan to finance the takeover through loan notes is ‘wholly unacceptable’ and would undermine the rights and interests of minority shareholders through a mechanism that lacks a proper cash alternative.
‘We fundamentally object to any transaction that would deprive shareholders of direct ownership in a publicly traded and regulated company in exchange for illiquid, high-risk instruments tied to a private vehicle with significantly reduced transparency and corporate governance,’ say the minority shareholders in the letter, seen by the Gazette.
The deal, the letter continues, would ‘entrench the control of existing insiders and their affiliates at the expense of independent shareholders, without offering fair value or adequate protections’.
The letter argues that external shareholders without key financial information are at a disadvantage as the results for the most recent financial year have not been published. The last formal communication about financial performance was 10 months ago.
The minority shareholders insist that the Anexo board acts in the interests of all shareholders, requires any formal offer to include a genuine cash alternative, and ensures the process is fair, transparent and independently reviewed.
Sellers, called to the bar in 1991, was one of the founders of the business. He currently serves as executive chairman. Moss, a qualified solicitor, is managing director and has worked for Bond Turner since 2004. She also maintains managerial responsibility for the law firm and overseas regulatory compliance, client care, complex claims, staff supervision, accounts and complaints handling.
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