REG - Long Path Partners IDOX PLC - Compulsory Acquisition of Idox Shares

IdoxAnnouncement

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RNS Number : 9605D  Long Path Partners LP  12 May 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

12 May 2026

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))

COMPULSORY ACQUISITION OF IDOX SHARES

On 5 January 2026 the boards of directors of Frankel UK Bidco Limited
("Frankel") and Idox plc ("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
"Acquisition"). The offer document in respect of the Offer (the "Offer
Document") was published and posted to Idox Shareholders on 15 January 2026.
 

This announcement should be read in conjunction with the full text of the
Offer Document. Capitalised terms used but not defined in this announcement
have the meanings given to them in the Offer Document.

Compulsory Acquisition

Frankel is pleased to announce that, as at 5.00 p.m. on 11 May 2026, it had
received valid acceptances under the Offer in respect of a total of
405,036,497 Idox Shares. For the purposes of Chapter 3 of Part 28 of the
Companies Act 2006, and excluding Idox Shares that were held by associates of
Frankel, this represents valid acceptances in respect of approximately 90.2%
of the Idox Shares to which the Offer relates.

 

As Frankel has now received valid acceptances under the Offer in respect of
not less than 90% in value of the Idox Shares to which the Offer relates, and
of the voting rights carried by those shares, Frankel will exercise its rights
in accordance with Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Idox Shares in respect of which the Offer has not
been validly accepted as contemplated in the Offer Document.

 

Frankel will shortly despatch formal compulsory acquisition notices under
sections 979 and 980 of the Companies Act (the "Compulsory Acquisition
Notices") to Idox Shareholders who have not yet validly accepted the Offer
(the "Non-Assenting Shareholders"). These Compulsory Acquisition Notices will
set out Frankel's intention to apply the provisions of section 979 of the
Companies Act to acquire compulsorily any remaining Idox Shares in respect of
which the Offer has not been validly accepted on the same terms as the Offer.

 

On the expiry of six weeks from the date of the Compulsory Acquisition
Notices, unless a Non-Assenting Shareholder has applied to the Court and the
Court orders otherwise, the Idox Shares held by those Idox Shareholders who
have not validly accepted the Offer by the relevant deadline set out below
will be acquired compulsorily by Frankel on the same terms as the Offer. The
consideration to which those Idox Shareholders will be entitled will be held
by Idox as trustee on behalf of those Idox Shareholders who have not validly
accepted the Offer.

 

Cancellation of admission to trading

Idox Shareholders are reminded that on 28 April 2026, Idox announced that it
had made an application to the London Stock Exchange for the 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"). The
Cancellation is expected to become effective at 7:00am (London time) on 29 May
2026.

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.

Accordingly, Idox Shareholders are strongly encouraged to submit their
acceptances as soon as possible.

Settlement

Settlement of consideration to which any accepting Idox Shareholder is
entitled under the Offer shall be effected within 14 days of receipt of the
valid acceptance, whereas Idox Shareholders who have not validly accepted the
Offer by the relevant deadline set out below will not receive their
consideration until the completion of the compulsory acquisition process,
which is expected to take a minimum of six weeks. Therefore, Idox Shareholders
are urged to accept the Offer as soon as possible and in any event by the
relevant deadline set out below.

This section should be read in conjunction with the Offer Document and, in the
case of Idox Shares held in certificated form, the Form of Acceptance. Idox
Shareholders that are in any doubt about the contents of this announcement, or
the action they should take, are recommended to seek their own independent
financial advice immediately from their stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if they are resident in
the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

Action to be taken by Idox Shareholders to accept the Offer

The Offer will be open for acceptance until 1.00 p.m. (London time) on 14 May
2026, however this may be extended in accordance with the Takeover Code, as
further described in paragraph 1 of Part C of Appendix I (Conditions to and
further terms of the Acquisition) of the Offer Document.

Idox Shareholders are encouraged to accept the Offer as soon as possible.

Idox Shareholders who hold their Idox Shares in certificated form (that is,
not in CREST) should complete the Form of Acceptance in accordance with the
instructions printed thereon and in paragraph 17 of Part 1 (Letter from
Frankel UK Bidco Limited) of the Offer Document. The completed Form of
Acceptance, together with the share certificate(s) and/or other document(s) of
title, should be returned as soon as possible by post using, if posted in the
United Kingdom, the reply-paid envelope enclosed with the Offer Document to
the Receiving Agent at Neville Registrars, Neville House, Steelpark Road,
Halesowen B62 8HD, United Kingdom, so as to arrive no later than 1.00 p.m.
(London time) on 14 May 2026. It is recommended to allow four Business Days
for delivery. Any Form of Acceptance received electronically will be rejected
as an invalid acceptance of the Offer.

Idox Shareholders who hold their Idox Shares in uncertificated form (that is,
in CREST) should follow the procedures set out in paragraph 17 of Part 1
(Letter from Frankel UK Bidco Limited) of the Offer Document and ensure that
an Electronic Acceptance is made by them or on their behalf and that
settlement is made no later than 1.00 p.m. (London time) on 14 May 2026. If
such shareholders hold their Idox Shares as a CREST sponsored member, they
should refer to their CREST sponsor as only their CREST sponsor will be able
to send the necessary TTE instruction to Euroclear.

Questions

If Idox Shareholders have any questions about this announcement, the Offer
Document or are in any doubt as to how to complete the Form of Acceptance (if
they hold Idox Shares in certificated form) or as to how to make an Electronic
Acceptance (if they hold Idox Shares in uncertificated form), or wish to
obtain an additional Form of Acceptance, please contact Neville Registrars,
Neville House, Steelpark Road, Halesowen B62 8HD, United Kingdom during
business hours between 9.00 a.m. - 5.00 p.m. (London time), Monday to Friday
excluding public holidays in England and Wales on +44 (0)121 585 1131. For
deaf and speech impaired shareholders, calls can be made via Relay UK. Please
see www.relayuk.bt.com for more information. Please note that Neville
Registrars cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
UK will be charged at the applicable international rate.

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.

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.

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://www.londonstockexchange.com/) .

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.

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.

Dealing Disclosure Requirements

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.

Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them.

Details of the offeree and offeror companies in respect of whose relevant
securities Dealing Disclosures must be made can be found in the Disclosure
Table on the Panel's website at www.thetakeoverpanel.org.uk, including details
of the number of relevant securities in issue. 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 a Dealing Disclosure.

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.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Idox for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Idox.

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 9.00 a.m. and 5.00 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.

Rounding

Certain figures included in this announcement are subject to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

Investors should be aware that Frankel may purchase Idox Shares otherwise than
under the Offer, including pursuant to privately negotiated purchases.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a
solicitation of an offer to buy, any security, and may not be used or relied
upon in connection with any offer or solicitation. Any offer or solicitation
in respect of Long Path will be made only through a confidential private
placement memorandum and related documents which will be furnished to
qualified investors on a confidential basis in accordance with applicable laws
and regulations. The information contained herein is not for publication or
distribution to persons in the U.S. Any securities referred to herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of securities to be
made in the U.S. would have to be made by means of an offering document that
would be obtainable from the issuer or its agents and would contain detailed
information about the issuer of the securities and its management, as well as
financial information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.

The Acquisition will be subject to English law and the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the AIM
Rules and the Registrar of Companies.

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