REG - IDOX PLC - Adjournment of Court Meeting and General Meeting

IdoxAnnouncement

12/12/2025 07:30

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RNS Number : 2926L  IDOX PLC  12 December 2025

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 THAT JURISDICTION.

FOR IMMEDIATE RELEASE

12 December 2025

RECOMMENDED CASH ACQUISITION

of

Idox plc

by

Frankel UK Bidco Limited

(a newly-formed company indirectly owned by Long Path Co-Investment Fund #6,
LP (acting by its general partner, Long Path Co-Investment Fund #6 GP, LLC),
Long Path Smaller Companies Fund, LP (acting by its general partner Long Path
Fund GP, LLC), Long Path Smaller Companies Master Fund, Ltd. and Long Path
Opportunities Fund II, LP (acting by its general partner, Long Path
Opportunities Fund GP, LLC))

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

ADJOURNMENT OF COURT MEETING AND GENERAL MEETING

Introduction

On 28 October 2025, the boards of directors of Frankel UK Bidco Limited
("Bidco"), a newly-formed company to be indirectly owned by Long Path
Co-Investment Fund #6, LP (acting by its general partner, Long Path
Co-Investment Fund #6 GP, LLC), Long Path Smaller Companies Fund, LP (acting
by its general partner Long Path Fund GP, LLC), Long Path Smaller Companies
Master Fund, Ltd. and Long Path Opportunities Fund II, LP (acting by its
general partner, Long Path Opportunities Fund GP, LLC), and Idox plc ("Idox")
announced that they had reached agreement on the terms of a recommended cash
acquisition for the entire issued, and to be issued, share capital of Idox by
Bidco at a price of 71.5 pence per Idox Share (the "Acquisition") to be
effected by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").

Idox published the circular relating to the Scheme on 20 November 2025 (the
"Scheme Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme Document, unless
the context requires otherwise. All references to time in this announcement
are to London time, unless otherwise stated.

Court Meeting and General Meeting

The Idox Directors have reached the view that, in order to allow further time
for discussions with Idox Shareholders, it is in the best interests of the
Company and Idox Shareholders as a whole to adjourn the Court Meeting and
General Meeting which were originally scheduled to take place on 15 December
2025. Therefore, the Idox Directors have considered and agreed that the
Chairman of Idox will use the discretion available to him to adjourn the
Meetings. At the Meetings on 15 December 2025, the only business to be dealt
with will be to adjourn the respective meetings to the times, date and
location set out below. Accordingly, the Idox Directors recommend that Idox
Shareholders do not attend the Meetings on 15 December 2025.

The Chair of the Meetings will adjourn the Court Meeting and General Meeting
so they are instead held on 6 January 2026 at 10.00 a.m. and 10.15 a.m. (or as
soon thereafter as the Court Meeting concludes or is further adjourned),
respectively, at the offices of MHP Group at Ground Floor, 60 Great Portland
Street, London W1W 7RT.

In respect of each Meeting, the relevant Forms of Proxy (or electronic
appointment) should be received as soon as possible and in any event no later
than:

BLUE Forms of Proxy for the Court Meeting: 10.00 a.m. on 2 January 2026; and
 

YELLOW Forms of Proxy for the General Meeting: 10.15 a.m. on 2 January 2026,

or, in the case of a further adjourned Meeting, not less than 48 hours
(excluding any part of the day that is not a business day) before the time
fixed for the further adjourned meeting.

If the blue Form of Proxy for the Court Meeting is not returned by the above
time, it may be handed to the Chair of the Court Meeting or to Idox's
registrars, Neville Registrars, on behalf of the Chair of the Court Meeting
before the start of the Court Meeting. However, in the case of the General
Meeting, if the yellow Form of Proxy for the General Meeting is not returned
by the time mentioned above or not otherwise lodged in accordance with the
instructions set out in the yellow Form of Proxy, it will be invalid.

Reconfirmation of the unanimous recommendation regarding the Revised Offer

The Idox Directors, who have been so advised by Rothschild & Co as to the
financial terms of the Acquisition, continue to consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the Idox
Directors, Rothschild & Co has taken into account the commercial
assessments of the Idox Directors. Rothschild & Co is providing
independent advice to the Idox Directors for the purposes of Rule 3 of the
Takeover Code. Accordingly, the Idox Directors reconfirm their unanimous
recommendation that Voting Scheme Shareholders vote in favour of the Scheme at
the Court Meeting and Idox Shareholders vote in favour of the Resolution
relating to the Acquisition at the General Meeting.

No third party discussions

The Idox Directors confirm that the Company is not in discussions with any
third parties regarding a potential competing offer.

Action to be taken

As further detailed in the Scheme Document, to become Effective, the Scheme
will require, among other things, the approval of Scheme Shareholders at the
Court Meeting and the passing of the Resolution at the General Meeting.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE
CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE
REPRESENTATION OF VOTING SCHEME SHAREHOLDER OPINION. VOTING SCHEME
SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR
FORMS OF PROXY (OR APPOINT A PROXY ELECTRONICALLY) OR TO APPOINT A PROXY
THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE (AS APPROPRIATE) AS
SOON AS POSSIBLE. DOING SO WILL NOT PREVENT YOU FROM ATTENDING, SPEAKING AND
VOTING AT THE MEETINGS, OR ANY ADJOURNMENT THEREOF, IF YOU WISH AND ARE
ENTITLED TO DO SO.

Idox Shareholders who DO NOT wish to change their voting instructions

Idox Shareholders who have already submitted Forms of Proxy, or who have
appointed a proxy electronically using CREST, for the Court Meeting and the
General Meeting and do not wish to change their voting instructions, need take
no further action as their Forms of Proxy (or electronic appointment) will
continue to be valid in respect of the Court Meeting and the General Meeting.

Idox Shareholders who DO wish to change their voting instructions

For Idox Shareholders who have already submitted Forms of Proxy, or who have
appointed a proxy electronically using CREST, for the Court Meeting and the
General Meeting and now wish to change their voting instructions should
contact the shareholder helpline operated by Neville Registrars on +44 (0)121
585 1131. Calls to this number are charged at the standard geographic rate and
will vary by provider. Calls from outside the UK will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. and 5.00
p.m. (London time), Monday to Friday, excluding public holidays in England and
Wales. Please note that Neville Registrars cannot provide any financial, legal
or tax advice nor provide any advice on the merits of the Scheme and calls may
be recorded and monitored for security and training purposes

Revised Expected Timetable of Principal Events

An updated expected timetable for the Acquisition is set out in the Appendix
of this announcement and, accordingly, the times and dates set out in the
Expected Timetable of Principal Events in the Scheme Document and Forms of
Proxy should be considered to be amended as set out in the Appendix of this
announcement.

Enquiries

 Bidco and Long Path                                                   via Canaccord Genuity
 Will Brennan
 Brian Nelson
 John Cresson
 Kyle Warren
 Canaccord Genuity Limited (Financial Adviser to Bidco and Long Path)  + 44 (0) 20 7523 8000
 Simon Bridges
 Max Hartley
 Harry Rees
 Idox                                                                  +44 (0) 333 011 1200

                                                                       333 011

                                                                       1200
 Chris Stone, Non-Executive Chair
 David Meaden, Chief Executive Officer
 Anoop Kang, Chief Financial Officer
 N.M. Rothschild & Sons Limited (Lead Financial Adviser to Idox)       +44 (0) 20 7280 5000

 Warner Mandel
 Anton Black
 Jose Benito Sanz

 Peel Hunt LLP (Joint Financial Adviser and Corporate Broker to Idox)  +44 (0) 20 7418 8900

 Neil Patel
 Benjamin Cryer
 Kate Bannatyne
 Alice Lane
 MHP (PR Adviser to Idox)                                              + 44 (0) 783 140 6117
 Reg Hoare
 Ollie Hoare Finn Taylor
 idox@mhpgroup.com

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and
Long Path.

Pinsent Masons LLP is acting as legal adviser to Idox.

Further information

Canaccord Genuity Limited, which is authorised and regulated by the FCA in the
United Kingdom ("Canaccord"), is acting exclusively as financial adviser to
Long Path and Bidco and no one else in connection with the Acquisition and
will not be responsible to anyone other than Long Path and Bidco for providing
the protections afforded to clients of Canaccord nor for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement. Neither Canaccord nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Canaccord in connection with this announcement, any statement
contained herein or otherwise.

Rothschild & Co, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively as financial adviser to Idox and for no one
else in connection with the subject matter of this announcement and will not
be responsible to anyone other than Idox for providing the protections
afforded to clients of Rothschild & Co nor for providing advice in
connection with the Acquisition or any matter referred to in this
announcement. Neither Rothschild & Co nor any of its group undertakings or
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in connection with
this announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the UK by
the FCA, is acting as joint financial adviser and corporate broker to Idox in
connection with the Acquisition and shall not be responsible to anyone other
than Idox for providing the protections afforded to clients of Peel Hunt nor
for providing advice in connection with the Acquisition or any matter referred
to herein. Neither Peel Hunt nor any of its group undertakings or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Peel Hunt in connection with the
Acquisition n or any matter referred to herein.

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an 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 pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Idox in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).

This announcement contains inside information in relation to Idox for the
purposes of Article 7 of the Market Abuse Regulation. The person responsible
for arranging the release of this announcement on behalf of Idox is Ruth
Paterson, Company Secretary of Idox. Idox's Legal Entity Identifier is
213800Z3FE6PWVSUGE70.

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Idox urges Idox Shareholders to read the Scheme Document as it contains
important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

The availability of the Acquisition to Idox Shareholders who are not resident
in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Any person
(including, without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the UK should refrain from
doing so and seek appropriate professional advice before taking any action. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Idox Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if the Acquisition
is implemented by way of an Offer, the offer document).

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.

Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
offer document).

Notice to U.S. Idox Shareholders

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.

If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Idox Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Idox are
located in a non-U.S. jurisdiction, and some or all of their officers and
directors may be residents of a non-U.S. jurisdiction. U.S. holders of Idox
may not be able to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Long Path or their nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Idox Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, Canaccord will continue to act as an exempt principal trader in
Idox Shares on the London Stock Exchange. These purchases may occur either in
the open market at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases will be disclosed as required in
the United Kingdom, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange
website, www.londonstockexchange.com
(https://protect.checkpoint.com/v2/r06/___https:/www.londonstockexchange.com/___.ZXV3MjpuZXh0MTU6YzpvOjc3YjQwZmIzMzY5NjlkMjNiMGEyYzUxOWRhYWJhYjI3Ojc6MGYxNjoxN2IzYTE4MjcyNGE2ZjdiZjI1MjA1ZjI0YmE4OWQ0M2MwNjg0YjcxMTFlZmZmZTdkYTcwOTgxNDAxMmNhZDUwOnA6RjpU)
.

U.S. Idox Shareholders also should be aware that the transaction contemplated
herein may have tax consequences for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other, tax laws
and, that such consequences, if any, are not described herein. U.S. Idox
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
at http://www.thetakeoverpanel.org.uk
(https://protect.checkpoint.com/v2/r06/___http:/www.thetakeoverpanel.org.uk/___.ZXV3MjpuZXh0MTU6YzpvOjc3YjQwZmIzMzY5NjlkMjNiMGEyYzUxOWRhYWJhYjI3Ojc6ZDU0MzpkODMzZDNmYWUyMzI0MWU5NTEzODUyNjVmZWNmY2IxZTM5N2QzYmEwOTAxMDkxNjhiYjExOTM4ZTAwNzE4NTk0OnA6RjpU)
, including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Publication on Website and Availability of Hard Copies

This announcement and the documents required to be published pursuant to Rule
26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies will
be available free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on the investor relations
section of Idox's website at ://www.idoxgroup.com/investors/ by no later than
12.00 noon (London time) on the Business Day following the date of this
announcement.

Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.

In accordance with Rule 30.3 of the Code, Idox Shareholders, persons with
information rights and participants in the Idox Share Plan may request a hard
copy of this announcement by: (i) contacting Idox's Registrar, Neville
Registrars, during business hours on 0121 585 1131 if calling from
the United Kingdom, or +44 (0) 0121 585 1131 if calling from outside
the United Kingdom (lines are open from 9.00 a.m. to 5.00 p.m., Monday to
Friday (excluding public holidays in England and Wales)); or (ii) by
submitting a request in writing to Neville Registrars, Neville House,
Steelpark Road, Halesowen B62 8HD. A person so entitled may also request that
all future documents, announcements and information in relation to the
Acquisition be sent to them in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Idox Shareholders, persons with information rights,
and other relevant persons for the receipt of communications from Idox may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code in order to comply with Rule 2.11(c) of the Code.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Idox's and Frankel's current
expectations for the implementation of the Scheme in view of the proposed
adjournment and is subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be notified to
Idox Shareholders by announcement through a Regulatory Information Service. If
the Court Meeting or General Meeting is adjourned again or the Court Hearing
is adjourned, or the Idox Board decides to propose such an adjournment, then
Idox Shareholders will be notified of the same by announcement through a
Regulatory Information Service (and, if adjourned to a specified date, such
details will be set out in the announcement).

 Event                                                                             Expected time / date((1))
 Latest time for lodging Forms of Proxy for the:

 Court Meeting (BLUE form)

 General Meeting (YELLOW form)                                                     10.00 a.m. on 2 January 2026((2))

                                                                                   10.15 a.m. on 2 January 2026((3))
 Voting Record Time                                                                6.00 p.m. on 2 January 2026((4))
 Court Meeting                                                                     10.00 a.m. on 6 January 2026
 General Meeting                                                                   10.15 a.m. on 6 January 2026((5))
 The following dates will be determined by the date of satisfaction of the
 Conditions; please see note (6) below.
 Court Hearing                            A date expected to be before the end of Q1 2026 ("D")
 Last day of dealings in, or for registration of transfers of, and disablement     D
 in CREST of Idox Shares
 Scheme Record Time                                                                6.00 p.m. on D
 Dealings in Idox Shares suspended                                                 7.30 a.m. on D+1 business day
 Effective Date of the Scheme                                                      D+1 business day((7))
 Cancellation of admission to trading of Idox Shares on AIM                        7.00 a.m. on D+2 business days
 Despatch of cheques and crediting of CREST for Consideration due under the        At or soon after 8.00 a.m. on D+2 (but not later than 14 days after the
 Scheme                                                                            Effective Date)
 Long-stop Date                                                                    30 June 2026((8))

 

(1)  The dates and times given are indicative only and are based on current
expectations and are subject to change (including as a result of changes to
the regulatory timetable). References to times are to London, United Kingdom
time unless otherwise stated. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Idox Shareholders by
announcement through a Regulatory Information Service.

 

(2)  It is requested that blue Forms of Proxy for the Court Meeting be lodged
not later than 48 hours prior to the time fixed for the adjourned Court
Meeting (excluding any part of such 48-hour period falling on a day that is
not a Business Day). If the blue Form of Proxy for the adjourned Court Meeting
is not lodged by 10.00 a.m. on 2 January 2026, it may be presented in person
to the chair of the Court Meeting or the Neville representative who will be
present at the Court Meeting any time prior to the commencement of the Court
Meeting (or any adjournment thereof).

(3)  In order to be valid, the yellow Forms of Proxy for the adjourned
General Meeting must be lodged not later than 10.15 a.m. on 2 January 2026 or,
if the General Meeting is adjourned, 48 hours prior to the time fixed for the
adjourned General Meeting (excluding any part of such 48-hour period falling
on a day that is not a business day).

(4)  If either the Court Meeting or the General Meeting is adjourned again,
the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on
the day which is two business days prior to the date of the adjourned Meeting.

(5)  To commence at 10.15 a.m. or as soon thereafter as the Court Meeting
concludes or is adjourned.

(6)  The following dates and times associated with the Scheme are subject to
change and will depend on, among other things, the date on which the
Conditions to the Scheme are satisfied or, if capable of waiver, waived, and
the date on which the Court sanctions the Scheme. Idox will give adequate
notice of any changes to these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with such announcement
being made available on Idox's website at ://www.idoxgroup.com/investors/.
Further updates and changes to these times will be notified in the same way.
See also note (1).

(7)  The parties expect that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions in Part Three ((Conditions and Further
Terms of the Acquisition)) of the Scheme Document, the Scheme will become
Effective before the end of Q1 2026.

(8)  This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as may be
agreed by Idox and Bidco (with the Panel's consent and as the Court may
approve (if such consent and/or approval is required)) or if the Panel
requires an extension to the Long Stop Date pending final determination of an
issue under section 3(g) of Appendix 7 of the Takeover Code.

 

 

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