REG - IDOX PLC - Proposed cancellation of Idox shares on AIM

IdoxAnnouncement

28/04/2026 07:00

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RNS Number : 1867C  IDOX PLC  28 April 2026

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

28 April 2026

IDOX PLC

("Idox")

PROPOSED CANCELLATION OF ADMISSION OF THE IDOX SHARES TO TRADING ON AIM

On 5 January 2026 the boards of directors of Frankel UK Bidco Limited
("Frankel") and Idox announced a switch of offer structure from a Scheme of
Arrangement to a recommended takeover offer as defined in Chapter 3 of Part 28
of the Companies Act, (the "Offer") pursuant to which Frankel would offer to
acquire the entire issued and to be issued share capital of Idox. The offer
document in respect of the Offer (the "Offer Document") was published and
posted to Idox Shareholders on 15 January 2026

Further to the announcement made on 21 April 2026  regarding the Offer being
declared Unconditional, Idox today announces that it has made an application
to the London Stock Exchange for the proposed cancellation of the admission to
trading of Idox Shares on AIM (the "Cancellation") in accordance with Rule 41
of the AIM Rules for Companies (the "AIM Rules").

Under the AIM Rules, the Cancellation can only take place after the expiry of
a period of 20 business days from the date on which the notice of Cancellation
is given. The Cancellation is, therefore, expected to take effect at 7.00am
(London time) on 29 May 2026, being 20 business days from the date of this
announcement.

Idox has been informed that Frankel intends, promptly following Cancellation,
to procure that Idox shall be re-registered as a private company
("Re-registration"). As such, it should be noted that  as per the disclosure
in the letter from Frankel included in Part I of the Offer Document, Frankel
considers that:

·       The Cancellation and Re-registration  shall significantly
reduce the liquidity and marketability of any Idox Shares in respect of which
the Offer has not been validly accepted at that time and their value may be
affected as a consequence.

 

·       Following the Re-registration becoming effective, any remaining
Idox Shareholders would become minority shareholders in a privately controlled
limited company and may be unable to sell their Idox Shares.

 

·       As noted in the Offer Document, Frankel intends to suspend any
ordinary course dividends or other distributions by Idox, and Frankel
considers there can be no certainty that the Idox Shareholders shall again be
offered as much for the Idox Shares held by them as under the Offer.

 

Separately, the Idox Board considers it important to note that following the
Cancellation, Idox would no longer be subject to the AIM Rules and the
protections afforded to Idox Shareholders thereunder, including those related
to corporate governance matters, related party transactions pursuant to AIM
Rule 13 and Idox would no longer retain a Nominated Adviser.

 

The Offer will remain open for acceptances until further notice. At least 14
calendar days' notice will be given by an announcement before the Offer is
closed.

Furthermore, Idox Shareholders are reminded that, if Frankel receives
acceptances under the Offer in respect of, or otherwise acquires, 90% or more
of the Idox Shares to which  the Offer relates, Frankel intends to exercise
its rights pursuant to the statutory squeeze-out provisions of Chapter 3 of
Part 28 of the Companies Act to acquire compulsorily, the remaining Idox
Shares to which the Offer relates. Accordingly, Idox Shareholders are
strongly encouraged to submit their acceptances as soon as possible

 

General

Terms used but not defined in this announcement have the same meaning given to
them in the Offer Document. This announcement should be read in conjunction
with the full text of the Offer Document. All references to times in this
announcement are to London times, unless otherwise stated. A copy of the Offer
Document is available on Idox's website at www.idoxgroup.com/investors
(https://protect.checkpoint.com/v2/r06/___http:/www.idoxgroup.com/nsAjxytwx___.ZXV3MjpuZXh0MTU6YzpvZmZpY2UzNjVfZW1haWxzX2F0dGFjaG1lbnQ6ODlkN2UwNDFmMjg1OTcyYzczNTA4Nzc5NzNkODk1MzA6Nzo0ZjY5OjUyMzA1MzVlZTA4NzYxNzA2OTQwZjcyODBjY2MxZGIzNzk2NTU5MTQ3MWE3N2IxMzc2ZjQ3ZTAwYTQwY2U5NjM6cDpUOlQ)

Enquiries:

 Frankel and Long Path                                                    via Canaccord Genuity

 Will Brennan

 Brian Nelson

 John Cresson

 Kyle Warren
 Canaccord Genuity Limited (Financial Adviser to Frankel and Long Path)   + 44 (0) 20 7523 8000
 Simon Bridges

 Max Hartley

 Harry Rees
 Idox                                                                     +44 (0) 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) 7831 406 117

 Reg Hoare

 Ollie Hoare

 Finn Taylor

 idox@mhpgroup.com

Kirkland & Ellis International LLP is acting as legal adviser to Frankel
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 Frankel and no one else in connection with the Acquisition and
will not be responsible to anyone other than Long Path and Frankel 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 or any matter referred to herein.

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Idox, the Idox Directors, Frankel, the Frankel Directors,
Canaccord,  Rothschild & Co, and Peel Hunt or any other person involved
in the Acquisition.

Important Notices

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 Offer Document which contains
the full terms and conditions of the Acquisition, including details of how to
accept the Offer. Any decision or response in relation to the Acquisition
should be made only on the basis of the information contained in the Offer
Document.

The release, distribution or publication of this announcement in whole or in
part, directly or indirectly in, into or from jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

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.

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 Offer 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.
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.

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. 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.

Notice to U.S. Idox Shareholders

The Offer is being made for the securities of an English company that is
listed on AIM by means of a contractual takeover offer under the Takeover Code
and English law and is subject to disclosure and procedural requirements and
practices that are different, in some cases materially, from the tender offer
rules of the United States.

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 Frankel 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 the judgement of a U.S. court.

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/___.ZXV3MjpuZXh0MTU6YzpvZmZpY2UzNjVfZW1haWxzX2F0dGFjaG1lbnQ6ODlkN2UwNDFmMjg1OTcyYzczNTA4Nzc5NzNkODk1MzA6Nzo5ZDkzOjEyMmY4NDViZjZjNjE4MzMwNWY0MzFhZDIyYmVjZGUyMTNhMzdlYTAxNjA5MWNhZGE5ZjBkNzQyZGJlYTE2NjY6cDpUOlQ)
.

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.

Publication on a Website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Idox's website at
www.idoxgroup.com/investors by no later than 12 noon (London time) on the
business day following this announcement. For the avoidance of doubt, neither
the content of this website nor of any website accessible from hyperlinks set
out in this announcement is incorporated by reference or forms part of this
announcement.

Requesting Hard Copy Documents

In accordance with Rule 30.3 of the Takeover Code, Idox Shareholders, persons
with information rights and participants in Idox Share Plans may request a
hard copy of this announcement, free of charge, by contacting Neville
Registrars on 0121 585 1131. You may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form. Calls outside the U.K. will be charged at the
applicable international rate. Lines are open between 9 a.m. and 5 p.m.
(London time) Monday to Friday excluding public holidays in England and Wales.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Takeover Code, such
persons may also request that future documents, announcements and information
to be sent to them in relation to the Acquisition should be in hard copy form.

Forward Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Frankel and Idox contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Frankel and Idox
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Frankel and
Idox (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Frankel's,
Idox's, any member of the Wider Frankel Group's or any member of the Idox
Group's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of global economic conditions and governmental regulation on
Frankel's, Idox's, any member of the Wider Frankel Group's or any member of
the Idox Group's business.

Although Frankel and Idox believe that the expectations reflected in such
forward-looking statements are reasonable, Frankel and Idox can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Frankel and
Idox operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which Frankel
and Idox operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Frankel nor Idox, nor any of their
respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Frankel nor Idox is under any obligation, and Frankel and Idox expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

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