REG - Long Path Partners IDOX PLC - Update on Financing Arrangements

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RNS Number : 3262M  Long Path Partners LP  19 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

19 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

UPDATE ON FINANCING ARRANGEMENTS

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.

On 15 December 2025, Idox announced the adjournment of the Court Meeting and
the General Meeting in relation to the approval of the Scheme from 15 December
2025 to 6 January 2026 to provide further time for discussions with Idox
Shareholders and to allow Idox Shareholders additional time to consider the
Acquisition.

Update on financing arrangements relating to Bidco

The Scheme Document sets out the details of the financing arrangements for the
Acquisition.  As previously disclosed therein, the cash consideration
payable to Idox Shareholders under the terms of the Acquisition will be
financed by a combination of equity to be invested by certain of the Long Path
Funds and the Equity Co-Investor, as well as debt to be provided under the
Interim Facilities Agreement.

On 18 December 2025, Bidco (together with the other parties to the Interim
Facilities Agreement) entered into an amendment and restatement of the Interim
Facilities Agreement. Certain related amendments were also made on the same
date to the Commitment Letter (including the term sheets appended thereto) and
the Fee Letter (each as defined in the Interim Facilities Agreement).

Copies of the amended and restated Interim Facilities Agreement, the amended
and restated Commitment Letter and the amended and restated Fee Letter will be
available on Idox's website at www.idoxgroup.com/investors/
(http://www.idoxgroup.com/investors/) by no later than 12.00 noon (London
time) on the Business Day following the date of this announcement.

Enquiries

 Bidco and Long Path                                                   via Canaccord
 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
 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 a Takeover 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 a Takeover Offer, the offer
document).

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 are contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover 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 a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.

Further details in relation to Overseas Shareholders  are included in the
Scheme 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 a Takeover Offer, which is to be made into the United States, such
Takeover 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://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.

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 (http://www.thetakeoverpanel.org.uk/) ,
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.

 

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