REG - Long Path Partners IDOX PLC - Recommended Cash Acquisition of Idox plc
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RNS Number : 0607F Long Path Partners LP 28 October 2025
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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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
28 October 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 implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· 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") are pleased to announce
that they have reached agreement on the terms and conditions of a recommended
all cash acquisition by Bidco of the entire issued, and to be issued, ordinary
share capital of Idox. It is intended that the Acquisition will be implemented
by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006
Act.
· Under the terms of the Acquisition, each Idox Shareholder will be
entitled to receive:
for each Idox Share 1 : 71.5 pence in cash
· The Acquisition price values the entire issued, and to be issued,
ordinary share capital of Idox at approximately £339.5 million.
· The Acquisition price per Idox Share represents a premium of
approximately:
o 26.8 per cent. to the Closing Price of 56.4 pence per Idox Share on 27
October 2025 (being the last Business Day prior to the date of this
announcement); and
o 29.3 per cent. to the volume weighted average price of 55.3 pence per Idox
Share for the one-month period ended 27 October 2025 (being the last Business
Day prior to the date of this announcement), and
o represents the highest price per Idox Share since 22 November 2021.
· Furthermore, the Acquisition represents an attractive implied
Enterprise Value multiple of c. 21x Cash EBITDA and c. 21x EBIT based on
FY2024 figures.
· If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid or
becomes payable in respect of the Idox Shares, Bidco reserves the right to
reduce the consideration payable under the terms of the Acquisition for the
Idox Shares by an amount up to the aggregate amount of such dividend and/or
distribution and/or other return of capital or value, in which case any
reference in this announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by Bidco of its rights referred to in this paragraph
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Scheme or the Acquisition. In such circumstances, Idox Shareholders would be
entitled to retain any such dividend, distribution and/or other return of
capital or value.
Background to and reasons for the Acquisition
· For the past seven years, Long Path has been a supportive and patient
shareholder of Idox, holding approximately 12% of the issued share capital at
the time of this announcement. Long Path believes partnering with Idox in a
private context will be beneficial to all stakeholders while allowing for
important investment in product and AI that will contribute to Idox's enduring
success.
· Idox is a provider of specialised software solutions for the public
and private sectors, helping organisations to digitise complex workflows,
manage critical information assets, and improve operational efficiency. Long
Path recognises that Idox has built a strong position in delivering
mission-critical applications across areas such as planning, regulatory
compliance, engineering information management, and elections technology,
among many others, underpinned by deep domain expertise and long-standing
customer relationships. Idox's solutions enhance transparency, collaboration,
and productivity for thousands of customers, including local authorities,
infrastructure operators, and blue-chip enterprises.
· After observing recent industry and capital market trends, Long Path
believes that Idox would benefit from private ownership. Operating as a
private company, Idox would be well-positioned to invest in product and
technology to satisfy evolving customer demands and drive organic growth while
positioning the company for long term success in a dynamic environment.
Furthermore, the management team would be able to focus on long term strategic
priorities, customer needs, and employee concerns without the rigorous demands
of the short-term targets associated with a public listing.
· As a long-time shareholder of Idox with a strong track record of
supporting management through growth, Long Path believes it will be an
enduring partner for Idox's next stage. In particular, Long Path would provide
Idox with important strategic, operational, and capital resources to enable
both organic and inorganic growth. Through this partnership, Long Path aims to
support Idox as it works to deliver greater impact for customers and
sustainable, long term value creation for all stakeholders.
Recommendation
· The Idox Directors, who have been so advised by Rothschild & Co
as to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice, Rothschild
& Co has taken into account the commercial assessments of the Idox
Directors. Rothschild & Co is providing independent financial advice to
the Idox Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the Idox Directors intend to recommend unanimously that
Scheme Shareholders vote, or procure voting, in favour of the Scheme at the
Court Meeting and that the Idox Shareholders vote, or procure voting, in
favour of the Resolutions at the General Meeting (or in the event that the
Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer) as the Idox Directors who hold interests in Idox Shares (in a
personal capacity or through a nominee) have irrevocably undertaken to do, or
procure to be done, in respect of their own beneficial holdings (or those Idox
Shares over which they have control), being, in aggregate 3,370,690 Idox
Shares (representing approximately 0.73 per cent. of the existing issued
ordinary share capital of Idox) as at 27 October 2025, being the Business Day
prior to the date of this announcement. Further details of these undertakings,
including the circumstances in which they cease to be binding, are set out in
Appendix 3 to this announcement.
Background to and reasons for the recommendation and current trading
· Since its admission to AIM in December 2000, Idox has undergone a
period of significant growth and transformation. Its revenues have grown from
~£1.2 million in the financial year ended 31 October 2001 to ~£87.6 million
in the financial year ended 31 October 2024.
· Idox is a leading supplier of specialist information management
software and geospatial data solutions to a wide array of sectors across the
UK and internationally, including government, engineering, transport and
property amongst others. Idox's long term commitment to its markets and
investment road map has enabled it to deliver solutions that drive
efficiencies for its clients and allow its customers to benefit from
innovation as technology continues to evolve.
· Despite the performance and strategic prospects, the Idox share price
has traded within a relatively narrow range for a number of years. The Idox
Board acknowledges Idox is operating in a challenging macroeconomic
environment and that there are execution risks associated with pursuing its
strategy. These ongoing risks, combined with wider public market liquidity
pressures in the UK market have contributed to the current valuation.
· The Idox Board considers that there are certain advantages of being a
private company - in particular in the ability, more easily, to forgo short
term profitability in pursuing longer term growth; and also in terms of
executing material acquisitions. The Idox Board notes and welcomes Long Path's
intentions regarding Idox and its planned level of increased investment and,
over time, growth in the overall headcount of the business.
· The Idox Board therefore believes the Long Path offer of 71.5 pence
per Acquisition Share, reflects an attractive valuation and premium, allowing
shareholders to fully crystallise the value of their holdings in cash today.
· The Idox Directors have taken several factors into account in
considering the terms of the Acquisition, including:
· the opportunity for Acquisition Shareholders to realise their
investment for cash at a fair and reasonable value;
· that the Acquisition represents a premium of approximately 26.8 per
cent. to the Closing Price of 56.4 pence per Acquisition Share on 27 October
2025 (being the last Business Day prior to the commencement of the Offer
Period);
· that the Acquisition represents a premium of approximately 29.3 per
cent. to the volume weighted average price of 55.3 pence per Acquisition Share
for the one-month period ended 27 October 2025 (being the last Business Day
prior to the commencement of the Offer Period); and
· that the Acquisition represents an attractive implied Enterprise
Value multiple of c. 21x Cash EBITDA and c. 21x EBIT based on FY2024 figures.
· The Idox Directors have unanimously concluded that the terms of the
Acquisition by Long Path represent an attractive proposition for shareholders
and stakeholders.
· In considering the Acquisition, the Idox Directors have taken into
account Long Path's stated intentions for the business and its employees. The
Idox Directors firmly believe that the Acquisition represents an appealing
opportunity which on completion of the Acquisition will result in a positive
outcome for all its stakeholders, including customers, colleagues and
shareholders.
· Idox's financial year ends on 31 October. As in previous years, the
Idox Board intends to issue a trading update for Idox's financial year ending
31 October 2025 in November. Ahead of this, management's current view is that
revenue is expected to be slightly below prior management expectations, while
profitability and net debt is anticipated to be in line with prior management
expectations.
Irrevocable undertakings and non-binding letters of intent
· Bidco has received irrevocable undertakings from certain Idox
Directors who hold Idox Shares to vote (or, where applicable, procure voting)
in favour of the Scheme at the Court Meeting and the Resolutions at the
General Meeting (or in the event that the Acquisition is implemented by an
Offer, to accept or procure acceptance of such Offer), in respect of, in
aggregate, 3,370,690 Idox Shares (representing approximately 0.73 per cent. of
the existing issued ordinary share capital of Idox as at 27 October 2025,
being the last Business Day before the date of this announcement). These
undertakings will remain binding in the event that a higher competing offer
for Idox is made.
· Bidco has also received an irrevocable undertaking from another Idox
Shareholder, being Herald Investment Trust plc, to vote (or, where applicable,
procure voting) in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting (or in the event that the Acquisition is
implemented by an Offer, to accept or procure acceptance of such Offer), in
respect of, in aggregate 13,648,201 Idox Shares (representing approximately
2.96 per cent. of the existing issued ordinary share capital of Idox as at 27
October 2025, being the last Business Day before the date of this
announcement).
· Bidco has also received non-binding letters of intent from certain
other Idox Shareholders, being Canaccord Genuity Asset Management, Rathbones
Investment Management and SFM UK Management LLP to vote (or, where applicable,
procure voting) in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting (or in the event that the Acquisition is
implemented by an Offer, to accept such Offer), in respect of, in aggregate,
89,014,603 Idox Shares (representing approximately 19.28 per cent. of the
existing issued ordinary share capital of Idox as at 27 October 2025, being
the last Business Day before the date of this announcement).
· Bidco has, therefore, received irrevocable undertakings and
non-binding letters of intent in respect of a total of 106,033,494 Idox Shares
(representing approximately 22.97 per cent. of the existing issued ordinary
share capital of Idox as at 27 October 2025, being the last Business Day
before the date of this announcement). When combined with Long Path's Existing
Shareholding (further details of which are in paragraph 6), the total number
of Idox Shares in support of the Acquisition is a total of 162,910,491 Idox
Shares (representing approximately 35.29 per cent. of the existing issued
ordinary share capital of Idox as at 27 October 2025, being the last Business
Day before the date of this announcement).
· Further details of these irrevocable undertakings and non-binding
letters of intent, including the circumstances in which the irrevocable
undertakings cease to be binding, are set out in Appendix 3 to this
announcement.
Information on Bidco and Long Path
· Bidco is a private limited company incorporated in England and Wales.
Bidco is a newly-formed vehicle, 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) as at the Effective
Date, in the following proportions: (i) Long Path Co-Investment Fund #6, LP
will own approximately 87 per cent.; (ii) the SCF Fund (as defined below) will
own approximately 7 per cent.; and (iii) Long Path Opportunities Fund II, LP
will own approximately 6 per cent.. Bidco was formed for the purposes of the
Acquisition and has not traded since its date of incorporation, nor has it
entered into any obligations other than in connection with the offer and the
financing of the Acquisition.
· Long Path is a U.S.-based investment manager focused on long term
partnerships with and investments in high-quality, durable businesses across
the world. The firm makes concentrated, long term investments across public
and private markets, emphasising business quality, alignment with management
teams, and a collaborative, active approach to creating enduring value for all
stakeholders. It currently has approximately $1.6 billion of assets under
management. In the public markets, the Long Path Vehicles typically maintain
concentrated portfolios of 8 to 12 high-quality businesses. In the private
markets, the Long Path Vehicles similarly maintain concentrated portfolios of
high-quality businesses that were private or taken private, working with
management teams to execute against concrete value creation plans. They invest
with a multi-year horizon of typically five years and maintain a globally
diversified portfolio with a primary focus on European, North American, and
Australian companies. Long Path focuses on sectors where it has deep
experience and a proven history, including enterprise software, B2B
consumables, and business and information services.
Long Path Smaller Companies Fund
· Long Path Smaller Companies Master Fund, Ltd. (the "SCF Master Fund",
and together, with its feeder vehicle, Long Path Smaller Companies Fund, LP
(the "SCF LP"), the "SCF Fund") currently holds the Existing Shareholding. In
line with its internal fund-level arrangements with its limited partners, the
SCF Fund will realise and return capital to its investors in respect of
approximately two-thirds of the Existing Shareholding and will roll over the
remaining approximately one-third of the Existing Shareholding into Bidco (via
its holding structure) conditional upon the Acquisition becoming Effective.
· These rollover arrangements will be implemented through a transfer
agreement to be entered into on the date of this announcement between, inter
alia, the SCF Master Fund and Bidco (the "Transfer Agreement").
Information on Idox
· Idox is a leading supplier of specialist information management
software and geospatial data solutions to a wide array of sectors across the
UK and internationally, including government, engineering, transport and
property amongst others.
· The public and asset intensive industries that Idox operates in are
characterised by the dual challenge of improving productivity and service
standards whilst addressing continued pressure in terms of external
expenditure by clients. The requirement to drive greater efficiency through
digital transformation is driving continued investment in software in these
markets.
· Idox operations are organised into three operating segments, which
are detailed below:
· Land, Property & Public Protection and Geospatial: Delivering
specialist information management solutions and services to the public sector,
helping its customers to deliver best-in-class planning, land and public
protection services. Furthermore, the delivery of geospatial data services
provides Idox's customers with the right tools to leverage spatial data,
improve efficiency and enhance decision making processes. Idox builds
facilities management software that enables the efficient management of
property as well as sophisticated engineering management software that enables
the efficient management of large-scale capital-intensive projects.
· Assets: Delivering engineering document management and control
solutions to asset intensive industry sectors. These solutions reduce
operational risk for Idox's customers by ensuring regulatory compliance in
complex build and operational environments for companies in the Oil & Gas
sector, the energy sector and the wider utilities sector. The software that
Idox delivers to its customers helps those organisations streamline their
asset management processes and improve operational efficiency. Idox's other
solutions include facilities management, hospital asset tracking and patient
records management systems.
· Communities: Delivering software solutions to clients with social
value running through their core. Idox's software helps to transform health
and social care plans. Idox's products help to strengthen the democratic
process by enabling accurate and transparent elections and expanding
participation amongst the wider electorate.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of a
Court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Cooperation
Agreement).
· The Acquisition is conditional on, among other things, the approval
of the requisite majority of Scheme Shareholders at the Court Meeting and Idox
Shareholders at the General Meeting. The Court Meeting and the General Meeting
are expected to occur during the fourth quarter of 2025 and are required to
enable Scheme Shareholders and Idox Shareholders, respectively, to consider
and, if thought fit, vote in favour of the Scheme and the Resolutions
(respectively) to implement the Scheme. In order to become Effective, the
Scheme must be approved by a majority in number of Scheme Shareholders,
present and voting at the Court Meeting, whether in person or by proxy,
representing 75 per cent. or more in value of the Scheme Shares voted. In
addition, the Resolutions include a special resolution in connection with
implementing the Scheme which must be passed by Idox Shareholders representing
at least 75 per cent. of votes cast at the General Meeting. In addition,
following the Court Meeting, the Scheme must be sanctioned by the Court.
· The Conditions to the Acquisition are set out in full in Appendix 1
to this announcement along with certain other terms; the full terms and
conditions will be provided in the Scheme Document. The Conditions include the
receipt of regulatory approvals as further described in this announcement.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with the associated forms of proxy, will be posted to Idox
Shareholders as soon as practicable and in any event within 28 days of this
announcement (or such later time as Idox, Bidco and the Panel agree) and the
Meetings are expected to be held as soon as reasonably practicable thereafter.
Subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on Idox's
website at www.idoxgroup.com/investors.
· The Acquisition is currently expected to complete during Q1 2026,
subject to the satisfaction or (where applicable) waiver of the Conditions. An
expected timetable of key events relating to the Acquisition will be set out
in the Scheme Document.
· Commenting on this announcement, Chris Stone, the Chair of Idox, said:
"The Bidco offer recognises the work undertaken by the Board, Management and
employees of the Idox business and provides Idox Shareholders with an
attractive, certain value in cash today that reflects the quality of our
business and its people. While we remain confident in Idox's standalone
prospects, the Board also notes Bidco's plans to invest in Idox's product
suite and intentions to support continued investment in the business.
Following careful consideration, as a board we have unanimously concluded that
the Acquisition is in the interests of our key stakeholders."
· Commenting on this announcement, Brian Nelson, Partner and Portfolio
Manager of Long Path, said:
"We are thrilled to partner with the Idox team to steer the company through
its next phase of growth. As long-time shareholders of the business in the
public markets, we have long admired the business and the team's execution.
Idox has demonstrated a remarkable ability to deliver world class,
mission-critical software solutions to government and commercial customers in
the UK and around the world. In our view, Idox's public listing no longer best
serves the company's long term development prospects. Our partnership is built
on a shared belief in Idox's people, products, and purpose. Together, we will
accelerate investment in product and innovation, enhance the customer
experience, and strengthen Idox's position as a leader in delivering critical
digital infrastructure."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the Appendices. The conditions to, and certain
further terms of, the Acquisition are set out in Appendix 1. The bases and
sources for certain financial information contained in this announcement are
set out in Appendix 2. Details of the irrevocable undertakings and non-binding
letters of intent received by Bidco are set out in Appendix 3. Certain
definitions and terms used in this announcement are set out in Appendix 4.
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
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 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 Offer 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.
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 Scheme 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. Securities Exchange
Act of 1934 (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://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 Bidco 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 Bidco 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 Bidco 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 Bidco's,
Idox's, any member of the Bidco 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
Bidco's, Idox's, any member of the Bidco Group's or any member of the Idox
Group's business.
Although Bidco and Idox believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco 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 Bidco 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 Bidco 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 Bidco 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.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Idox Group, there may be additional changes
to the Idox Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be materially
greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Idox is under any obligation, and Bidco 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 and Opening Position Disclosure Requirements
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) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 pm (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 Panel's website at
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 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 8.30 a.m. and 5.30 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 all future documents, announcements and
information to be sent to them in relation to the Acquisition should be 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 Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Rounding
Certain figures included in this announcement have been subjected 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
Bidco reserves the right to elect, with the consent of the Panel (where
necessary) and subject to the terms of the Cooperation Agreement, to implement
the Acquisition by way of an Offer as an alternative to the Scheme. In such an
event, for so long as the Cooperation Agreement is continuing, an Offer will
be implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including
an acceptance condition set at not more than 90 per cent. of the Idox Shares
on a fully diluted basis (or such other percentage as may be permitted under
the terms of the Cooperation Agreement) and (to the extent necessary)
consultation with the Panel, being in any case more than 50 per cent. of the
Idox Shares).
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Idox Shares in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase Idox Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Idox confirms that, as at
27 October 2025, it had in issue 461,682,046 ordinary shares of 1 pence each
admitted to trading on the Alternative Investment Market (AIM) of the London
Stock Exchange. Idox does not hold any ordinary shares in treasury. The ISIN
for the ordinary shares is GB0002998192.
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, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
28 October 2025
RECOMMENDED CASH ACQUISITION
of
Idox plc
by
Frankel UK Bidco Limited
(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))
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of 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 are
pleased to announce that they have reached agreement on the terms and
conditions of a recommended all cash acquisition by Bidco of the entire
issued, and to be issued, ordinary share capital of Idox.
It is intended that the Acquisition will be implemented by way of a
Court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Cooperation
Agreement). The Conditions to the Acquisition are set out in full in
Appendix 1 to this announcement.
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and the full
terms and conditions to be set out in the Scheme Document, each Idox
Shareholder will be entitled to receive:
for each Idox Share 2 : 71.5 pence in cash
The Acquisition price values the entire issued, and to be issued, ordinary
share capital of Idox at approximately £339.5 million.
The Acquisition price per Idox Share represents a premium of approximately:
o 26.8 per cent. to the closing share price of 56.4 pence per Idox Share on
27 October 2025 (being the last Business Day prior to the date of this
announcement); and
o 29.3 per cent. to the volume weighted average price of 55.3 pence per Idox
Share for the period ending 27 October 2025 (being the last Business Day prior
to the date of this announcement), and
o represents the highest price per Idox Share since 22 November 2021.
Furthermore, the Acquisition represents an attractive implied Enterprise Value
multiple of c. 21x Cash EBITDA and c. 21x EBIT based on FY2024 figures.
The Idox Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, charges, equities, encumbrances, rights of pre‑emption
and any other interests of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid with a record date on or after the Effective
Date.
If, on or after the date of this announcement and prior to the Acquisition
becoming Effective, any dividend and/or other distribution and/or other return
of capital or value is announced, declared, made or paid or becomes payable in
respect of the Idox Shares, Bidco reserves the right to reduce the
consideration payable under the terms of the Acquisition for the Idox Shares
by an amount up to the aggregate amount of such dividend and/or distribution
and/or other return of capital or value, in which case any reference in this
announcement to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. Any
exercise by Bidco of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the Scheme
or the Acquisition. In such circumstances, Idox Shareholders would be entitled
to retain any such dividend, distribution and/or other return of capital or
value.
3 Background to and reasons for the Acquisition
For the past seven years, Long Path has been a supportive and patient
shareholder of Idox, holding approximately 12% of the issued share capital at
the time of this announcement. Long Path believes partnering with Idox in a
private context will be beneficial to all stakeholders while allowing for
important investment in product and AI that will contribute to Idox's enduring
success.
Idox is a provider of specialised software solutions for the public and
private sectors, helping organisations to digitise complex workflows, manage
critical information assets, and improve operational efficiency. Long Path
recognises that Idox has built a strong position in delivering
mission-critical applications across areas such as planning, regulatory
compliance, engineering information management, and elections technology,
among many others, underpinned by deep domain expertise and long-standing
customer relationships. Idox's solutions enhance transparency, collaboration,
and productivity for thousands of customers, including local authorities,
infrastructure operators, and blue-chip enterprises.
After observing recent industry and capital market trends, Long Path believes
that Idox would benefit from private ownership. Operating as a private
company, Idox would be well positioned to invest in product and technology to
satisfy evolving customer demands and drive organic growth while positioning
the company for long term success in a dynamic environment. Furthermore, the
management team would be able to focus on long term strategic priorities,
customer needs, and employee concerns without the rigorous demands of the
short-term targets associated with a public listing.
As a long-time shareholder of Idox with a strong track record of supporting
management through growth, Long Path believes it will be an enduring partner
for Idox's next stage. In particular, Long Path would provide Idox with
important strategic, operational, and capital resources to enable both organic
and inorganic growth. Through this partnership, Long Path aims to support Idox
as it works to deliver greater impact for customers and sustainable, long term
value creation for all stakeholders.
4 Recommendation
The Idox Directors, who have been so advised by Rothschild & Co as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice, Rothschild & Co has taken
into account the commercial assessments of the Idox Directors. Rothschild
& Co is providing independent financial advice to the Idox Directors for
the purposes of Rule 3 of the Takeover Code.
Accordingly, the Idox Directors intend to recommend unanimously that the
Scheme Shareholders vote, or procure voting, in favour of the Scheme at the
Court Meeting and that the Idox Shareholders vote, or procure voting, in
favour of the Resolutions at the General Meeting (or in the event that the
Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer) as the Idox Directors who hold interests in Idox Shares (in a
personal capacity or through a nominee) have irrevocably undertaken to do, or
procure to be done, in respect of their own holdings over which they have
control, being, in aggregate 3,370,690 Idox Shares (representing approximately
0.73 per cent. of the existing issued ordinary share capital of Idox) as at 27
October 2025, being the Business Day prior to the date of this announcement.
Further details of these undertakings, including the circumstances in which
they cease to be binding, are set out in Appendix 3 to this announcement.
5 Background to and reasons for the recommendation AND CURRENT TRADING
Since its admission to AIM in December 2000, Idox has undergone a period of
significant growth and transformation. Its revenues have grown from ~£1.2
million in the financial year ended 31 October 2001 to ~£87.6 million in the
financial year ended 31 October 2024.
Idox is a leading supplier of specialist information management software and
geospatial data solutions to a wide array of sectors across the UK and
internationally, including government, engineering, transport and property
amongst others. Idox's long term commitment to its markets and investment road
map has enabled it to deliver solutions that drive efficiencies for its
clients and allow its customers to benefit from innovation as technology
continues to evolve.
Despite the performance and strategic prospects, the Idox share price has
traded within a relatively narrow range for a number of years. The Idox Board
acknowledges Idox is operating in a challenging macroeconomic environment and
that there are execution risks associated with pursuing its strategy. These
ongoing risks, combined with wider public market liquidity pressures in the UK
market have contributed to the current valuation.
The Idox Board considers that there are certain advantages of being a private
company - in particular in the ability, more easily, to forgo short term
profitability in pursuing longer term growth; and also in terms of executing
material acquisitions. The Idox Board notes and welcomes Long Path's
intentions regarding Idox and its planned level of increased investment and,
over time, growth in the overall headcount of the business.
The Idox Board therefore believes the Long Path offer of 71.5 pence per
Acquisition Share, reflects an attractive valuation and premium, allowing
shareholders to fully crystallise the value of their holdings in cash today.
The Idox Directors have taken several factors into account in considering the
terms of the Acquisition, including:
o the opportunity for Acquisition Shareholders to realise their investment
for cash at a fair and reasonable value;
o that the Acquisition represents a premium of approximately 26.8 per cent
to the Closing Price per Acquisition Share of 56.4 pence on 27 October 2025
(being the last Business Day prior to the commencement of the Offer Period);
o that the Acquisition represents a premium of approximately 29.3 per cent
to the volume weighted average price per Acquisition Share of 55.3 pence for
the one-month period ended 27 October 2025 (being the last Business Day prior
to the commencement of the Offer Period); and
o that the Acquisition represents an attractive implied Enterprise Value
multiple of c. 21x Cash EBITDA and c. 21x EBIT based on FY2024 figures.
The Idox Directors have unanimously concluded that the terms of the
Acquisition by Long Path represent an attractive proposition for shareholders
and stakeholders.
In considering the Acquisition, the Idox Directors have taken into account
Long Path's stated intentions for the business and its employees. The Idox
Directors firmly believe that the Acquisition represents an appealing
opportunity which on completion will result in a positive outcome for all its
stakeholders, including customers, colleagues and shareholders.
Idox's financial year ends on 31 October. As in previous years, the Idox Board
intends to issue a trading update for Idox's financial year ending 31 October
2025 in November. Ahead of this, management's current view is that revenue is
expected to be slightly below prior management expectations, while
profitability and net debt is anticipated to be in line with prior management
expectations.
6 Information relating to Bidco and Long Path
Bidco
Bidco is a private limited company incorporated in England and Wales. Bidco is
a newly-formed vehicle, 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), the SCF Fund and Long Path Opportunities Fund II, LP (acting by its
general partner, Long Path Opportunities Fund GP, LLC) as at the Effective
Date, in the following proportions: (i) Long Path Co-Investment Fund #6, LP
will own 87 per cent.; (ii) the SCF Fund will own 7 per cent.; and (iii) Long
Path Opportunities Fund II, LP will own 6 per cent.. Bidco was formed for the
purposes of the Acquisition and has not traded since its date of
incorporation, nor has it entered into any obligations other than in
connection with the offer and financing of the Acquisition.
The current directors of Bidco are Will Brennan, John Cresson and Kyle Warren.
Further details in relation to Bidco will be contained in the Scheme Document.
Long Path
Long Path is a U.S.-based investment manager focused on long term partnerships
with and investments in high-quality, durable businesses across the world. The
firm makes concentrated, long term investments across public and private
markets, emphasising business quality, alignment with management teams, and a
collaborative, active approach to creating enduring value for all
stakeholders. It currently has approximately $1.6 billion of assets under
management. In the public markets, the Long Path Vehicles typically maintain
concentrated portfolios of 8 to 12 high-quality businesses. In the private
markets, the Long Path Vehicles similarly maintain concentrated portfolios of
high-quality businesses that were private or taken private, working with
management teams to execute against concrete value creation plans. They invest
with a multi-year horizon of typically five years and maintain a globally
diversified portfolio with a primary focus on European, North American, and
Australian companies. Long Path focuses on sectors where it has deep
experience and a proven history, including enterprise software, B2B
consumables, and business and information services.
Long Path Smaller Companies Fund
The SCF Fund is structured as a master-feeder fund where underlying investors
participate through subscribing for interests in the SCF LP, which acts as the
feeder fund to the Master Fund. The SCF LP's investors (the "Limited
Partners") commit capital on a non-discretionary basis, which capital is
pooled and invested into the Master Fund who then, under the sole discretion
of its portfolio manager, makes and manages investments in accordance with the
SCF Fund's investment strategy. As is typical, the Limited Partners do not
make or influence individual investment decisions.
The SCF Fund operates two types of investment pools:
o a public pool, through which the SCF Fund holds listed and other liquid
public-market investments (the "Public Pool"); and
o one or more private pools, which are used exclusively for private
investments in public companies within the SCF Fund's portfolio that are being
taken private (each, a "Private Pool").
Each Limited Partner's capital is initially allocated to the Public Pool
accounts. At the beginning of each financial year, Limited Partners are
invited to elect whether they wish to participate in any private investments
that the SCF Fund may pursue during that year using a Private Pool. The
election is made on a blind basis. Limited Partners decide whether to opt into
private opportunities without knowing the identity or potential pipeline of
target companies and without the ability to influence the SCF Fund's
investment decisions.
For 2025, Limited Partners representing approximately one-third of interests
in the SCF Fund have elected to participate in Private Pools ("Electing
Partners"). On the Acquisition becoming Effective, the portion of the
interests of these Electing Partners indirectly corresponding to the SCF
Fund's investment in Idox will be redesignated from Public Pool interests into
dedicated Private Pool interests established and allocated to the Acquisition.
The Existing Shareholding held by the SCF Master Fund which are allocated to
the Private Pool will be transferred to Bidco (pursuant to the Transfer
Agreement) and accordingly, 21,768,814 Idox Shares (the "Rolling Shares")
(being approximately one-third of the Existing Shareholding) will be held
directly by Bidco. In exchange for such transfer, the Private Pool will be
allocated an interest in the holding structure of Bidco.
Limited Partners who did not elect to participate in private investments for
2025 ("Non-Electing Partners") will remain invested in Idox indirectly through
the Public Pool and their indirect interests in Idox (represented by
35,108,183 Idox Shares (the "Non-Rolling Idox Shares")) will be sold as part
of the Acquisition (i.e. for cash on the same terms as other Acquisition
Shareholders). Following completion of the Acquisition, the proceeds from the
sale of the Existing Shareholding indirectly attributable to these
Non-Electing Partners will be allocated to the Non-Electing Partners'
interests in the Public Pool.
The election to participate in the Private Pool and the corresponding
redesignation of Limited Partner interests are purely internal, fund-level
accounting measures that determine how the SCF Fund allocates investor capital
between its two investment pools. These arrangements have been in place since
July 2022.
As such, any difference in outcome of the Acquisition between Electing
Partners and Non-Electing Partners arises solely from how the SCF Fund
accounts for and allocates its capital, and does not amount to a special
arrangement under Rule 16 of the Takeover Code whereby one group of indirect
shareholders is being offered favourable conditions in comparison to any other
group of shareholders. In addition, any difference in outcome was
pre-determined at the beginning of 2025 when Limited Partners made elections
as either an Electing Partner or a Non-Electing Partner at a time when the
Acquisition was not in contemplation.
7 Information relating to Idox
Idox is a leading supplier of specialist information management software and
geospatial data solutions to a wide array of sectors across the UK and
internationally, including government, engineering, transport and property
amongst others.
The public and asset intensive industries that Idox operates in are
characterised by the dual challenge of improving productivity and service
standards whilst addressing continued pressure in terms of external
expenditure by clients. The requirement to drive greater efficiency through
digital transformation is driving continued investment in software in these
markets.
Idox operations are organised into three operating segments, which are
detailed below:
Land, Property & Public Protection and Geospatial: Delivering specialist
information management solutions and services to the public sector, helping
its customers to deliver best-in-class planning, land and public protection
services. Furthermore, the delivery of geospatial data services provides
Idox's customers with the right tools to leverage spatial data, improve
efficiency and enhance decision making processes. Idox builds facilities
management software that enables efficient management of property as well as
sophisticated engineering management software that enables efficient
management of large-scale capital-intensive projects.
Assets: Delivering engineering document management and control solutions to
asset intensive industry sectors. These solutions reduce operational risk for
Idox's customers by ensuring regulatory compliance in complex build and
operational environments for companies in the Oil & Gas sector, the energy
sector and the wider utilities sector. The software that Idox delivers to its
customers helps those organisations streamline their asset management
processes and improve operational efficiency. Idox's other solutions include
facilities management, hospital asset tracking and patient records management
systems.
Communities: Delivering software solutions to clients with social value
running through their core. Idox's software helps to transform health and
social care plans. Idox's products help to strengthen the democratic process
by enabling accurate and transparent elections and expanding participation
amongst the wider electorate.
8 Irrevocable undertakings and non-binding letters of intent
As described above, Bidco has received irrevocable undertakings from certain
Idox Directors who hold Idox Shares to vote (or, where applicable, procure
voting) in favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting (or in the event that the Acquisition is implemented by an
Offer, to accept or procure acceptance of such Offer), in respect of, in
aggregate, 3,370,690 Idox Shares (representing approximately 0.73 per cent. of
the existing issued ordinary share capital of Idox as at 27 October 2025,
being the last Business Day before the date of this announcement). These
undertakings will remain binding in the event that a higher competing offer
for Idox is made.
Bidco has also received an irrevocable undertaking from another Idox
Shareholder, being Herald Investment Trust plc, to vote (or, where applicable,
procure voting) in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting (or in the event that the Acquisition is
implemented by an Offer, to accept or procure acceptance of such Offer), in
respect of, in aggregate 13,648, 201 Idox Shares (representing approximately
2.96 per cent. of the existing issued ordinary share capital of Idox as at 27
October 2025, being the last Business Day before the date of this
announcement).
Bidco has also received non-binding letters of intent from certain other Idox
Shareholders, being Canaccord Genuity Asset Management, Rathbones Investment
Management and SFM UK Management LLP to vote (or, where applicable, procure
voting) in favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting (or in the event that the Acquisition is implemented by an
Offer, to accept such Offer), in respect of, in aggregate, 89,014,603 Idox
Shares (representing approximately 19.28 per cent. of the existing issued
ordinary share capital of Idox as at 27 October 2025, being the last Business
Day before the date of this announcement).
Bidco has, therefore, received irrevocable undertakings and non-binding
letters of intent in respect of a total of 106,033,494 Idox Shares
(representing approximately 22.97 per cent. of the existing issued ordinary
share capital of Idox as at 27 October 2025, being the last Business Day
before the date of this announcement). When combined with Long Path's Existing
Shareholding (further details of which are in paragraph 6), the total number
of Idox Shares in support of the Acquisition is a total of 162,910,491 Idox
Shares (representing approximately 35.29 per cent. of the existing issued
ordinary share capital of Idox as at 27 October 2025, being the last Business
Day before the date of this announcement).
Further details of these irrevocable undertakings and non-binding letters of
intent, including the circumstances in which the irrevocable undertakings
cease to be binding, are set out in Appendix 3 to this announcement.
9 Financing of the Acquisition
The cash consideration payable to Acquisition Shareholders under the terms of
the Acquisition will be financed by a combination of:
(i) equity to be invested by Long Path Opportunities Fund II, LP (acting by
its general partner, Long Path Opportunities Fund GP, LLC) ("Fund 2"), Long
Path Co-Investment Fund #6, LP (acting by its general partner, Long Path
Co-Investment Fund #6 GP, LLC) ("Fund 6") and Long Path Opportunities Fund, LP
(acting by its general partner, Long Path Opportunities Fund GP, LLC) ("Fund
1") pursuant to an equity commitment letter entered into by (amongst others)
each such fund in favour of Bidco (the "ECL"). Pursuant to the ECL, Fund 2,
Fund 6 and Fund 1 will commit to provide the required equity funding to Bidco,
however it is currently expected that the amount of equity committed by Fund 1
and a portion of the equity committed by Fund 2 and Fund 6 will be syndicated
to third-party co-investors prior to the Acquisition becoming Effective.
Accordingly, Fund 1 is not expected to become an indirect shareholder in
Bidco;
(ii) equity to be indirectly invested by the Equity Co-Investor (as detailed
in paragraph 10) pursuant to an equity commitment letter in favour of Fund 6;
and
(iii) debt to be provided under the Interim Facilities Agreement arranged by
Guggenheim Partners Europe Limited, with the conditions precedent to that
agreement confirmed in the Interim Conditions Precedent Satisfaction Letter,
and which debt will be replaced following the date of this announcement by
debt to be provided under the Facilities set out in the Commitment Letter.
Canaccord, in its capacity as financial adviser to Bidco, is satisfied that
sufficient resources are available to Bidco to satisfy in full the cash
consideration payable to Acquisition Shareholders under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
10 Co-Investor commitment
In connection with the equity financing of Bidco, Long Path Co-Investment Fund
#6, LP has received equity commitments from E. León Jimenes Financial, S.A.
("ELJ Financial", or the "Equity Co-Investor").
The Equity Co-Investor is expected to be a passive investor who will not be
granted any direct governance or control rights over Bidco or any member of
the Idox Group. For the avoidance of doubt, the equity commitment letter
provided by Long Path Co-Investment Fund #6, LP, dated the date of this
announcement and referred to in paragraph 9, does not reflect any amounts
proposed to be committed by the Equity Co-Investor.
As at the date of this announcement, the Equity Co-Investor's commitments
total, in aggregate, £60.1 million, which would comprise a maximum economic
indirect interest in Bidco, of approximately 43 per cent. Details of the
maximum potential indirect interests of the Equity Co-Investor in Bidco, and
certain further information on the Equity Co-Investor, are set out below.
Equity Co-Investor (or its affiliate(s) and/or related investing vehicle(s)) Equity Co-Investor's approx. max per cent. indirect interest in Bidco
E. León Jimenes Financial, S.A. 43%
E. León Jimenes, Financial, S.A
ELJ Financial is a wholly owned subsidiary of E. León Jimenes ("ELJ"), a
family-controlled investment holding company with over 120 years of history.
ELJ has a distinguished legacy of building iconic consumer businesses and
partnering with leading global companies. Guided by a long term,
partnership-oriented philosophy, ELJ primarily focuses on private equity
opportunities, while maintaining a flexible mandate that extends to growth
equity, venture capital, public markets, and take-private transactions.
11 Offer‑related arrangements
Confidentiality Agreement
On 16 April 2025, Long Path and Idox entered into the Confidentiality
Agreement (as amended and restated on 28 August 2025) in relation to the
Acquisition, pursuant to which, amongst other things, Long Path has undertaken
to: (i) subject to certain exceptions, keep information relating to Idox and
the Acquisition strictly confidential and not to disclose it to third parties;
and (ii) use such confidential information only in connection with the
Acquisition. These confidentiality obligations will remain in force until the
earlier of (a) definitive transaction documentation being entered into in
respect of the Acquisition; and (b) 16 April 2027. The Confidentiality
Agreement contains standstill provisions which restricted Long Path, its group
undertakings and its and their authorised recipients from acquiring or
offering to acquire interests in certain securities of Idox; those
restrictions ceased to apply on the making of this announcement. The
Confidentiality Agreement also contains restrictions on Long Path and certain
of its authorised recipients soliciting or employing certain senior employees
of the Idox group.
Cooperation Agreement
Bidco and Idox have entered into the Cooperation Agreement on or around the
date of this announcement in connection with the Acquisition.
Pursuant to the Cooperation Agreement, each of Bidco and Idox have agreed to
co-operate with each other, and Bidco has agreed to use reasonable endeavours
to achieve and otherwise satisfy the any regulatory clearances as promptly as
reasonably practicable (and, in any event, in sufficient time so as to enable
the Effective Date to occur on or prior to the Long Stop Date). Bidco has also
agreed to certain provisions if the Acquisition were to be implemented
pursuant to an Offer rather than pursuant to the Scheme. The Cooperation
Agreement also contains provisions that will apply in respect of the Idox
Share Plans and certain other employee incentive arrangements. Further details
of such arrangements will be set out in the Scheme Document.
The Cooperation Agreement will terminate in certain circumstances, including
where it is agreed in writing between Bidco and Idox at any time prior to the
Effective Date, or upon service of written notice by Bidco to Idox or Idox to
Bidco if (among other things) certain changes occur in relation to the Idox
Board's recommendation of the Acquisition, if the Acquisition lapses,
terminates or is withdrawn on or prior to the Long Stop Date (other than in
certain circumstances including a switch to a Takeover Offer agreed between
Idox and Bidco), or a third party has announced a firm intention to make an
offer or revised offer for Idox which completes, becomes effective or is
declared or becomes unconditional in all respects.
Management Bonuses
In connection with the Acquisition, Idox will pay the certain bonuses to
members of Idox's management team (the "Management Group Bonuses") which will
reflect: (i) the customary in-year performance bonuses that would otherwise be
payable to Idox's management team for the 2025 financial year (and which will
not be payable in lieu of the Acquisition-related bonus); and (ii) the
significant extra time contribution of the Idox management team in connection
with the Acquisition. Certain other individuals who would not typically
qualify for an annual bonus will also receive a bonus to reflect their role in
connection with the Acquisition (the "Additional Employees Bonuses").
The maximum aggregate amount of the payments that will be made in connection
with the Management Group Bonuses and the Additional Employees Bonuses
(including employer's National Insurance contributions arising thereon) shall
not exceed £1,500,000. The executive directors of Idox shall receive, in
aggregate, over 50% of the total sum payable in connection with the Management
Group Bonuses and the Additional Employees Bonuses.
The Management Group Bonuses and the Additional Employees Bonuses shall become
payable on or shortly after the Acquisition becoming Effective.
As required by, and solely for the purposes of, Rule 16.2 of the Takeover
Code, Rothschild & Co has reviewed the terms of the Management Group
Bonuses and Additional Employees Bonuses and confirmed that, in its opinion,
they are fair and reasonable. In providing its advice, Rothschild & Co has
taken into account the commercial assessments of the Idox Directors.
Rothschild & Co is providing independent financial advice to Idox for the
purposes of Rule 3 of the Takeover Code.
12 Disclosure of interests in Idox securities
Except for the irrevocable undertakings and non-binding letters of intent
referred to in paragraph 8 above and Appendix 3, and the Existing
Shareholding as detailed in paragraph 6, as at 27 October 2025 (being the last
Business Day before the date of this announcement) neither Bidco, nor any of
its directors, nor, so far as Bidco is aware, any person treated as acting in
concert (within the meaning of the Takeover Code) with it for the purposes of
the Acquisition: (i) had any interest in or right to subscribe for or had
borrowed or lent any Idox Shares or securities convertible or exchangeable
into Idox Shares, or (ii) had any short positions in respect of relevant
securities of Idox (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement
to sell or any delivery obligation or right to require another person to
purchase or take delivery, or (iii) has borrowed or lent any relevant
securities of Idox (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover
Code) save for any borrowed shares which have been either on-lent or resold,
or (iv) is a party to any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Takeover Code.
It has not been practicable for Bidco to make enquiries of all of its concert
parties in advance of the release of this announcement. Therefore, if Bidco
becomes aware, following the making of such enquiries, that any of its concert
parties have any additional interests in the relevant securities of Idox, all
relevant details in respect of Bidco's concert parties will be included in
Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note
2(a)(i) on Rule 8 of the Takeover Code which must be made on or before 12 noon
(London time) on the tenth business day (as defined in the Takeover Code)
following the date of this announcement.
13 directors, management, employees, pensions, research and development and locations
Bidco's strategic plans for Idox
Long Path has an extensive track record of partnering with management teams to
grow, invest, and implement operational best practices allowing businesses to
build strong foundations that create value for all stakeholders. Long Path
holds Idox's management team and employees in high regard.
Upon the Scheme becoming Effective, Long Path will benefit from having
greater access to the business, employees, customers and partners of Idox.
Working with Idox's management, Long Path intends to formulate more detailed
long term strategic and operational plans for Idox, to implement best
practices which will accelerate organic growth, enhance profitability, and
create opportunities for all Idox stakeholders. It is anticipated that this
more detailed long term strategic and operational planning will be completed
within six months of the Effective Date.
The parameters of the detailed review of Idox have not yet been finalised,
but it is expected Long Path will focus on, inter alia, the following areas:
o modernising Idox's technology to ensure the company is positioned for
innovation, new product development, and growth;
o analysing Idox's product portfolio and ensuring resources are allocated
appropriately;
o implementing operational best practices;
o evaluating opportunities to accelerate top-line growth;
o reducing non-critical administrative expenses and spending in areas
related to Idox's status as a listed company; and
o studying opportunities to utilise generative artificial intelligence in
the product suite to aid customer efficiency.
Employees
Long Path recognises the importance of the skills, knowledge, and expertise of
Idox's management and employees, and expects that existing employees will
continue to be key to the success of Idox going forward.
Long Path confirms its intention that, following the Scheme becoming
Effective, the existing contractual and statutory rights and terms and
conditions of employment, including pension obligations, of the management and
employees of Idox will be fully safeguarded in accordance with applicable law.
Long Path confirms it has no intention to make any material changes to the
terms and conditions of employment or in the balance of the skills and
functions of the Idox employees and management.
Following the Scheme becoming Effective, certain corporate functions which
have been related to Idox's status as an AIM traded company may no longer be
required or will be reduced in size to reflect Idox ceasing to be an AIM
traded company. This may impact a limited number of roles in specific areas.
In addition to the above, Long Path anticipates that there will be certain
initiatives to improve operations that change Idox's workforce. It is likely
that such changes could result in a material reduction in Idox's overall
headcount. This is expected to lead to a net reduction of approximately 5% of
the overall workforce. Long Path intends to invest in Idox's product suite,
including by investing approximately an incremental ~£5 million into the
business at close to fund initiatives that will improve several aspects of the
customer experience. Furthermore, Long Path expects that Idox's overall
headcount will increase in the long term as part of its efforts to further
scale the Idox business and deliver world-class products to its customers.
Any headcount reduction would take place up to two years following the Scheme
becoming Effective, the majority of which would be expected to occur in the
twelve months following the Scheme becoming Effective and following
comprehensive planning and the appropriate conclusion of all applicable
consultation procedures with affected employees and/or their representatives
required by law. Some reduction in headcount may arise from natural attrition.
Long Path intends to retain the best talent across Idox. It is expected that,
where possible, Idox will seek to review opportunities to reallocate staff to
other appropriate new roles that may be created from organic growth in Idox.
Save as set out above, it is not intended that there will be any material
change in the conditions of employment or in the balance of the skills and
functions of the employees and management of Idox.
Board & Management
Long Path recognises the importance of Idox's management team and looks
forward to partnering with them. Following the Scheme becoming Effective, the
Group will continue to be led by the existing management team. It is intended
that the non-executive directors of Idox will resign as directors of Idox with
effect from the Scheme becoming Effective and be paid in lieu of their
contractual notice periods.
Management incentive arrangements
Given the importance of Idox's management team, following the Scheme becoming
Effective, it is intended that Long Path will review the way in which Idox
management and employees are remunerated and incentivised, with a view to
achieving an appropriate alignment of incentives for management and employee
performance going forward. However, as at the date of this announcement, there
have been no discussions nor arrangements agreed, between Long Path and
members of Idox's management regarding incentivisation arrangements. Long Path
intends to initiate discussions regarding appropriate incentivisation
arrangements for certain members of Idox's management following the Scheme
becoming Effective.
Pension schemes
Idox has confirmed to Long Path that the only pension scheme it currently
makes available to its employees is a defined contribution pension scheme and
it does not have any current or historical obligations towards any pension
arrangements providing benefits on a defined benefit basis.
Following the Scheme becoming Effective, Long Path does not intend to make any
changes to the agreed employer contributions into Idox's defined contribution
pension arrangements, the accrual of benefits for existing members or the
admission of new members to such pension arrangements, unless such changes are
more favourable to the relevant member.
Fixed assets
No significant changes are envisaged by Long Path with respect to Idox's fixed
assets.
Research and development
Long Path recognises the important role of research and development
("R&D") in Idox's business. Long Path will seek to better understand the
existing structure of Idox's R&D function and evaluate opportunities to
further enhance this following the Scheme becoming Effective, but any changes
to Idox's research and development functions, if any, are intended to be
minimal.
Headquarters, headquarter functions and locations
Following the Scheme becoming Effective, Idox's head office and certain key
functions will continue to be headquartered at the current Idox office. Long
Path has no plans to change other locations of Idox.
Trading Facilities
Prior to the Scheme becoming Effective, application will be made by Idox for
the cancellation of trading of the Idox Shares on AIM to take effect shortly
after the Effective Date. The last day of dealings in Idox Shares is expected
to be the Business Day immediately prior to the Effective Date and no
transfers shall be registered after 6.00 p.m. on that date. On the Effective
Date, share certificates in respect of Idox Shares shall cease to be valid and
entitlements to Idox Shares held within the CREST system shall be cancelled.
It is also proposed that, following the Effective Date and after its shares
are de-listed, Idox shall be re-registered as a private limited company.
Please refer to paragraph 16 of this announcement for further information.
No post-offer undertakings
None of the statements in this paragraph 13 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
14 Idox Share Plans
Participants in the Idox Share Plans will be contacted regarding the effect of
the Acquisition on their rights under the Idox Share Plans. Bidco and Idox
have agreed that Bidco will make appropriate proposals to participants in the
Idox Share Plans in accordance with Rule 15 of the Takeover Code, except for
participants in the Idox plc Share Investment Plan whose Idox Shares will be
subject to the Scheme in the ordinary course.
Further details of these arrangements will be set out in the Scheme
Document.
15 Scheme process
The Acquisition is subject to the Conditions and certain further terms
referred to in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date:
· a resolution to approve the Scheme is passed by a majority in number
of Scheme Shareholders present and voting (and entitled to vote) at the Court
Meeting, either in person or by proxy, representing 75 per cent. or more in
value of each class of the Scheme Shares held by those Scheme Shareholders;
· the Resolutions necessary to implement the Scheme and the Acquisition
are passed by the requisite majority of Idox Shareholders at the General
Meeting;
· following the Court Meeting and General Meeting and satisfaction
and/or waiver (where applicable) of the other Conditions, the Scheme is
sanctioned by the Court (without modification, or with modification on terms
agreed by Bidco and Idox); and
· following such sanction, an office copy of the Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement
provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the
Takeover Code) if:
· the Court Meeting and the General Meeting are not held by the 22nd
day after the expected date of the Court Meeting and the General Meeting to be
set out in the Scheme Document in due course (or such later date (if any) as
Bidco and Idox may agree, or (in a competitive situation) as may be specified
by Bidco with the consent of the Panel and in each case, if so required, that
the Court may allow);
· the Sanction Hearing to approve the Scheme is not held by the 22nd
day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date (if any) as Bidco and Idox
may agree, or (in a competitive situation) as may be specified by Bidco with
the consent of the Panel and in each case, if so required, that the Court may
allow); or
· the Scheme does not become Effective by 11.59 p.m. on the Long Stop
Date.
If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement
is not capable of being satisfied by the date specified therein, Bidco shall
make an announcement through a Regulatory Information Service as soon as
practicable and, in any event, by not later than 8.00 a.m. on the Business Day
following the date so specified, stating whether Bidco has invoked that
Condition, (where applicable) waived that Condition or, with the agreement of
Idox, specified a new date by which that Condition must be satisfied.
Once the necessary approvals from Scheme Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived and the
Scheme has been approved by the Court, the Scheme will become Effective upon
delivery of a copy of the Court Order to the Registrar of Companies. Subject
to the satisfaction of the Conditions, the Scheme is expected to become
Effective during Q1 2026.
Upon the Scheme becoming Effective: (i) it will be binding on all Acquisition
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of Scheme
Shares will cease to be valid and entitlements to Scheme Shares held within
the CREST system will be cancelled. In accordance with the applicable
provisions of the Takeover Code, the consideration for the transfer of the
Acquisition Shares to Bidco will be despatched no later than 14 days after the
Effective Date.
Any Scheme Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolutions at the General Meeting will, amongst
other matters, provide that the Articles be amended to incorporate provisions
requiring any Scheme Shares issued after the Scheme Record Time (including in
satisfaction of an option exercised under the Idox Share Plans, and other than
to Bidco and/or its nominees) to be automatically transferred to Bidco on the
same terms as the Acquisition (other than terms as to timings and
formalities). The provisions of the Articles (as amended) will avoid any
person (other than Bidco and its nominees) holding shares in the capital of
Idox after the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document. It is expected that the Scheme Document and the forms of
proxy accompanying the Scheme Document will be published as soon as
practicable and in any event within 28 days of this announcement (or such
later date as Bidco and Idox may, with the consent of the Panel, agree and, if
required, the Court may approve).
16 Delisting, and cancellation of trading and re‑registration
It is intended that dealings in Idox Shares should be suspended shortly prior
to the Effective Date, at a time to be set out in the Scheme Document. It is
intended that the London Stock Exchange will be requested to cancel trading of
Idox Shares on AIM shortly after the Effective Date.
It is expected that the last day of dealings in Idox Shares on AIM will be the
Business Day immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. (London time) on that date.
It is intended that Idox will be re-registered as a private limited company
and for this to take effect as soon as practicable following the Effective
Date.
17 Documents
Copies of the following documents will be available promptly on Idox's
website, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.idoxgroup.com/investors and in any event by
no later than noon on the Business Day following this announcement:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the irrevocable undertakings and non-binding letters of intent
referred to in paragraph 8 above and summarised in Appendix 3 to this
announcement;
· the documents entered into for the financing of the Acquisition
referred to in paragraph 9 above; and
· the consents from financial advisers to being named in this
announcement.
Neither the content of the website referred to in this announcement, nor any
website accessible from hyperlinks set out in this announcement, is
incorporated into or forms part of this announcement.
18 General
Bidco reserves the right to elect (with the consent of the Panel and subject
to the terms of the Cooperation Agreement) to implement the acquisition of the
Acquisition Shares by way of an Offer as an alternative to the Scheme. In such
event, the Offer will be implemented on substantially the same terms, so far
as is applicable, as those which would apply to the Scheme.
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to: (i) make a request to the London Stock Exchange to
cancel the trading of Idox Shares on AIM; and (ii) exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire
compulsorily the remaining Idox Shares in respect of which the Offer has not
been accepted.
Investors should be aware that Bidco may purchase Idox Shares otherwise than
under the Scheme or any Offer, including pursuant to privately negotiated
purchases.
The Acquisition will be on the terms and subject to the conditions set out
herein and in Appendix 1, and to be set out in the Scheme Document. The bases
and sources for certain financial information contained in this announcement
are set out in Appendix 2. Details of the undertakings received by Bidco are
set out in Appendix 3. Certain definitions and terms used in this
announcement are set out in Appendix 4. The formal Scheme Document will be
sent to Idox Shareholders within 28 days of this announcement (or on such
later date as may be agreed with Idox and the Panel).
Canaccord (as financial adviser to Bidco and Long Path), and Rothschild &
Co (as financial adviser to Idox) and Peel Hunt (as joint financial adviser to
Idox) have each given and not withdrawn their consent to the publication of
this announcement with the inclusion herein of the references to their names
in the form and context in which they appear.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
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) 870 333 7101
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
Kate Bannatyne
Benjamin Cryer
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 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 Offer 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, 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.
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://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 Bidco 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 Bidco 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 Bidco 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 Bidco's,
Idox's, any member of the Bidco 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
Bidco's, Idox's, any member of the Bidco Group's or any member of the Idox
Group's business.
Although Bidco and Idox believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco 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 Bidco 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 Bidco 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 Bidco 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.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Idox Group, there may be additional changes
to the Idox Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be materially
greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Idox is under any obligation, and Bidco 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 and Opening Position Disclosure Requirements
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) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 pm (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 Panel's website at
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 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 8.30 a.m. and 5.30 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 all future documents, announcements and
information to be sent to them in relation to the Acquisition should be 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 Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Rounding
Certain figures included in this announcement have been subjected 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
Bidco reserves the right to elect, with the consent of the Panel (where
necessary) and subject to the terms of the Cooperation Agreement, to implement
the Acquisition by way of an Offer as an alternative to the Scheme. In such an
event, for so long as the Cooperation Agreement is continuing, an Offer will
be implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including
an acceptance condition set at not more than 90 per cent. of the Idox Shares
on a fully diluted basis (or such other percentage as may be permitted under
the terms of the Cooperation Agreement) and (to the extent necessary)
consultation with the Panel, being in any case more than 50 per cent. of the
Idox Shares).
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Idox Shares in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase Idox Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Idox confirms that, as at
27 October 2025, it had in issue 461,682,046 ordinary shares of 1 pence each
admitted to trading on AIM. Idox does not hold any ordinary shares in
treasury. The ISIN for the ordinary shares is GB0002998192.
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, the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
Appendix 1
Conditions and Further Terms of the Transaction
Part A
Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.
Conditions of the Scheme
2. The Scheme will be subject to the following Conditions:
2.1 (i) its approval by a majority in number of the Scheme
Shareholders who are on the register of members of Idox (or the relevant class
or classes thereof) at the Voting Record Time, present and voting, whether in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof) and who represent not less
than 75 per cent. in value of Scheme Shares held by such Scheme Shareholders;
and (ii) such Court Meeting (and any separate class meeting which may be
required) being held on or before the 22nd day after the expected date of the
Court Meeting to be set out in the Scheme Document in due course (or such
later date, if any, as: (x) Bidco and Idox may agree; or (y) (in a competitive
situation) Bidco may specify with the consent of the Panel and in each case,
if required, that the Court may allow);
2.2 (i) the Resolutions being duly passed at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being held on or
before the 22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date, if any, as: (x)
Bidco and Idox may agree; or (y) (in a competitive situation) Bidco may
specify with the consent of the Panel and in each case, if required, that the
Court may allow); and
2.3 (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being on terms acceptable to
Bidco and Idox)); and (ii) the Sanction Hearing being held on or before the
22nd day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date, if any, as: (x) Bidco and
Idox may agree; or (y) (in a competitive situation) Bidco may specify with the
consent of the Panel and in each case, if required, that the Court may allow);
and
2.4 the delivery of a copy of the Court Order to the Registrar of
Companies.
General Conditions
3. In addition, subject as stated in Part B of this
Appendix 1 and to the requirements of the Panel, Bidco and Idox have agreed
that the Acquisition will be conditional upon the following Conditions and,
accordingly, the Court Order will not be delivered to the Registrar of
Companies unless the following Conditions (as amended if appropriate) have
been satisfied or, where relevant, waived:
Regulatory approvals
3.1 the French Ministry of Economic, Finance and Recovery shall
have either: (a) delivered a decision which, pursuant to articles L. 151-3 et
seq. and R. 151-1 et seq. of the French Code Monétaire et Financier,
authorises the consummation of the transactions contemplated by the
Acquisition; or (b) confirmed in writing that the transactions contemplated by
the Acquisition do not fall within the scope of articles L.151-3 et seq. and
R. 151-1 et seq. of the French Code Monétaire et Financier;
3.2 a notification relating to the Acquisition having been made
and accepted under the National Security and Investment Act 2021 (the "NSI
Act"), and the Secretary of State responsible for decisions under the NSI Act
in the Cabinet Office or in any other such government department as may be the
case from time to time, having either: (i) notified Bidco that no further
action will be taken in relation to the Acquisition, or (ii) if the Secretary
of State issues a call-in in relation to the Acquisition under section 1(1) of
the NSI Act; either the Secretary of State giving a final notification
pursuant to section 26(1)(b) of the NSI Act confirming that no further action
will be taken in relation to the call-in notice and the Acquisition under the
NSI Act; or the Secretary of State making a final order pursuant to section
26(1)(a) of the NSI Act permitting the Acquisition to proceed either
conditionally or unconditionally;
Third party clearances
3.3 other than in relation to the matters referred to in
Conditions 3.1 and 3.2 no central bank, government or governmental,
quasi‑governmental, supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee representative body or
any other body or person whatsoever in any jurisdiction (each a "Third Party")
having given notice of a decision to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision, order or change
to published practice and there not continuing to be outstanding any statute,
regulation, decision or order which would or might:
3.3.1 make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Idox Group by any member of the Wider
Bidco Group void, illegal and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise directly or indirectly prevent, prohibit, or
restrain, restrict, impede, challenge, delay or otherwise interfere with the
implementation of, or impose material additional conditions or obligations
with respect to, the Acquisition or the acquisition of any shares or other
securities in, or control or management of, any member of the Wider Idox Group
by any member of the Wider Bidco Group or require amendment of the Scheme;
3.3.2 require, prevent or materially delay the divestiture or alter
the terms envisaged for such divestiture by any member of the Wider Bidco
Group or by any member of the Wider Idox Group of all or any part of their
businesses, assets or property or impose any limitation on the ability of all
or any of them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part thereof) to
an extent which is material in the context of the Wider Idox Group taken as a
whole or in the context of the Acquisition;
3.3.3 impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Idox (or any member of
the Wider Idox Group) or on the ability of any member of the Wider Idox Group
or any member of the Wider Bidco Group directly or indirectly to hold or
exercise effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise management control over, any
member of the Wider Idox Group to an extent which is material in the context
of the Wider Idox Group taken as a whole or in the context of the Acquisition;
3.3.4 other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the 2006 Act, require any member of the
Wider Bidco Group or the Wider Idox Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any member of the
Wider Idox Group or any asset owned by any third party which is material in
the context of the Wider Idox Group or the Wider Bidco Group, in either case,
taken as a whole;
3.3.5 require, prevent or delay a divestiture by any member of the
Wider Bidco Group of any shares or other securities (or the equivalent) in any
member of the Wider Idox Group;
3.3.6 result in any member of the Wider Idox Group ceasing to be
able to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider Idox Group
taken as a whole or in the context of the Acquisition;
3.3.7 impose any limitation on the ability of any member of the
Wider Bidco Group or any member of the Wider Idox Group to conduct, integrate
or co‑ordinate all or any part of their respective businesses with all or
any part of the business of any other member of the Wider Bidco Group and/or
the Wider Idox Group in a manner which is adverse and material to the Wider
Bidco Group and/or the Wider Idox Group, in either case, taken as a whole or
in the context of the Acquisition; or
3.3.8 except as Disclosed, otherwise affect the business, assets,
value, profits, prospects or operational performance of any member of the
Wider Idox Group or any member of the Wider Bidco Group in each case in a
manner which is adverse to and material in the context of the Wider Idox Group
taken as a whole or of the financing of the Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or proposed acquisition of any Idox Shares or
otherwise intervene having expired, lapsed, or been terminated;
3.4 to the extent not already covered by Conditions 3.1 and 3.2,
all other notifications, filings or applications which are deemed by Bidco to
be necessary under any applicable legislation or regulation or reasonably
considered to be appropriate in any relevant jurisdiction having been made in
connection with the Acquisition and all necessary waiting and other time
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with and all Authorisations which are deemed to be
reasonably necessary or appropriate by Bidco in any jurisdiction for or in
respect of the Scheme and the Acquisition or the proposed acquisition of any
shares or other securities in, or control of, Idox by any member of the Wider
Bidco Group having been obtained on terms and in a form reasonably
satisfactory to Bidco (acting reasonably) from all appropriate Third Parties
or (without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Idox Group or the Wider Bidco Group
has entered into contractual arrangements in each case where the direct
consequence of a failure to make such notification or filing or to wait for
the expiry, lapse or termination of any such waiting or other time period or
to comply with such obligation or obtain such Authorisation would be unlawful
in any relevant jurisdiction or have a material adverse effect on the Wider
Idox Group, any member of the Wider Bidco Group or the ability of Bidco to
implement the Scheme and all such Authorisations remaining in full force and
effect at the time at which the Scheme becomes otherwise unconditional in all
respects and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
3.5 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other law or order issued
and being in effect by a court or other Third Party which has the effect of
making the Acquisition or any acquisition or proposed acquisition of any
shares or other securities or control or management of, any member of the
Wider Idox Group by any member of the Wider Bidco Group, or the implementation
of either of them, void, voidable, illegal and/or unenforceable under the laws
of any relevant jurisdiction, or otherwise directly or indirectly prohibiting,
preventing, restraining, restricting, delaying or otherwise interfering with
the completion or the approval of the Acquisition or any matter arising from
the proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Idox Group by any member of the Wider
Bidco Group;
Confirmation of absence of adverse circumstances
3.6 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Idox Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider Bidco Group of any shares or
other securities in Idox or because of a change in the control or management
of any member of the Wider Idox Group or otherwise, would or might reasonably
be expected to result in, in each case, to an extent which is material in the
context of the Wider Idox Group taken as a whole or in the context of the
Acquisition:
3.6.1 any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider Idox Group
being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
3.6.2 the rights, liabilities, obligations, interests or business of
any member of the Wider Idox Group or any member of the Wider Bidco Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Idox Group or any member
of the Wider Bidco Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such business or
interests) being or becoming capable of being terminated or adversely modified
or affected or any onerous obligation or liability arising or any adverse
action being taken or arising thereunder;
3.6.3 any member of the Wider Idox Group ceasing to be able to carry
on business under any name under which it presently carries on business to an
extent which is material in the context of the Idox Group taken as a whole or
in the context of the Acquisition;
3.6.4 any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Idox Group being or falling to be disposed
of or charged or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider Idox Group otherwise than in the ordinary course of
business;
3.6.5 other than in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Idox Group or any such mortgage, charge or other security interest (whenever
created, arising or having arisen), becoming enforceable;
3.6.6 the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider Idox
Group being prejudiced or adversely affected;
3.6.7 the creation or acceleration of any material liability (actual
or contingent) by any member of the Wider Idox Group other than trade
creditors or other liabilities incurred in the ordinary course of business; or
3.6.8 any liability of any member of the Wider Idox Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business;
No material transactions, claims or changes in the conduct of the business of
the Idox Group
3.7 except as Disclosed, no member of the Wider Idox Group having
since 31 October 2024:
3.7.1 save as between Idox and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries and save for the issue or transfer
out of treasury of Idox Shares on the exercise of options or vesting of awards
granted in the ordinary course or as contemplated in the Cooperation Agreement
under the Idox Share Plans, issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities or transferred or sold or
agreed to transfer or sell or authorised or proposed the transfer or sale of
Idox Shares out of treasury;
3.7.2 recommended, declared, paid or made or agreed to recommend,
declare, pay or make any bonus issue, dividend or other distribution (whether
payable in cash or otherwise) other than to Idox or one of its wholly‑owned
subsidiaries;
3.7.3 save as between Idox and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced any
intention to do so, in each case to an extent which is material in the context
of the Wider Idox Group taken as a whole;
3.7.4 save as between Idox and its wholly‑owned subsidiaries or
between such wholly‑owned subsidiaries of Idox, made, authorised, proposed
or announced an intention to propose any change in its loan capital (or
equivalent thereof) other than in the ordinary course of business and to an
extent which is material in the context of the Wider Idox Group taken as a
whole;
3.7.5 issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or (save in the ordinary course of business and save as between
Idox and its wholly‑owned subsidiaries or between such wholly‑owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability to an extent which is material in the context of the
Wider Idox Group taken as a whole or in the context of the Acquisition;
3.7.6 entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is or is likely to be materially restrictive on the business of any member of
the Wider Idox Group to an extent which is or is reasonably likely to be
material to the Wider Idox Group taken as a whole;
3.7.7 entered into any licence or other disposal of intellectual
property rights of any member of the Wider Idox Group which are material in
the context of the Wider Idox Group taken as a whole and outside the normal
course of business;
3.7.8 entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service agreement with
any director or senior executive of the Wider Idox Group save for salary
increases, bonuses or variations of terms in the ordinary course of business,
which is material in the context of the Wider Idox Group taken as a whole;
3.7.9 proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the employment
or termination of employment of any employee of the Wider Idox Group which,
taken as a whole, are material in the context of the Wider Idox Group taken as
a whole;
3.7.10 (i) (excluding the trustee of any pension scheme(s) established
by a member of the Wider Idox Group other than Idox itself) made, agreed or
consented to or procured any material change to: (a) the terms of any
existing trust deeds, rules, policy or other governing documents, or entered
into or established any new trust deeds, rules, policy or other governing
documents, constituting any pension scheme or other retirement or death
benefit arrangement established for the directors, former directors, employees
or former employees of any entity in the Wider Idox Group or their dependants
and established by a member of the Wider Idox Group (a "Relevant Pension
Plan"); (b) the basis on which benefits accrue, pensions which are payable or
the persons entitled to accrue or be paid benefits, under any Relevant Pension
Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are
funded or valued; or (d) the basis or rate of employer contribution to a
Relevant Pension Plan, in each case to the extent which is material in the
context of the Wider Idox Group taken as a whole or in the context of the
Acquisition and other than as required in accordance with applicable law;
(ii) enter into or propose to enter into one or more bulk annuity contracts
in relation to any Relevant Pension Plan; or (iii) carried out any act:
(a) which would or could reasonably be expected to lead to the commencement
of the winding up of any Relevant Pension Plan; (b) which would or is
reasonably likely to create a material debt owed by an employer to any
Relevant Pension Plan; (c) which would or might accelerate any obligation on
any employer to fund or pay additional contributions to any Relevant Pension
Plan; or (d) which would, having regard to the published guidance of the
Pensions Regulator give rise directly or indirectly to a liability in respect
of a Relevant Pension Plan arising out of the operation of sections 38 and 38A
of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case
to the extent which is material in the context of the Wider Idox Group taken
as a whole or in the context of the Acquisition and other than as required in
accordance with applicable law;
3.7.11 entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme) otherwise than in the ordinary course of
business which is material in the context of the Wider Idox Group taken as a
whole or in the context of the Acquisition;
3.7.12 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub‑paragraph 3.7.1 above,
made any other change to any part of its share capital to an extent which
(other than in the case of Idox) is material in the context of the Wider Idox
Group taken as a whole (except, in each case, where relevant, as between Idox
and wholly-owned subsidiaries of Idox or between the wholly-owned subsidiaries
of Idox);
3.7.13 other than with respect to claims between Idox and its
wholly-owned subsidiaries (or between such subsidiaries), waived, compromised
or settled any claim otherwise than in the ordinary course of business which
is material in the context of the Wider Idox Group taken as a whole or in the
context of the Acquisition;
3.7.14 made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;
3.7.15 (other than in respect of a member of the Wider Idox Group which
is dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened against
it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed which is material in the context of the Wider Idox Group taken as a
whole or in the context of the Acquisition;
3.7.16 been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business which is material in the context of the Wider Idox Group taken as a
whole or in the context of the Acquisition;
3.7.17 entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition;
3.7.18 terminated or varied the terms of any agreement or arrangement
between any member of the Wider Idox Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the Wider Idox Group taken as a whole; or
3.7.19 taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of Idox
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
No material adverse change
3.8 since 31 October 2024, and except as Disclosed, there having
been:
3.8.1 no adverse change and no circumstance having arisen which
would be expected to result in any adverse change or deterioration in the
business, assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Idox Group to an extent
which is material to the Wider Idox Group taken as a whole or in the context
of the Acquisition;
3.8.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to intellectual
property rights used by the Wider Idox Group having been threatened, announced
or instituted by or against or remaining outstanding against any member of the
Wider Idox Group or to which any member of the Wider Idox Group is a party
(whether as claimant or defendant or otherwise) which, in any such case, might
reasonably be expected to have a material adverse effect on the Wider Idox
Group taken as a whole, and no enquiry, review, investigation or enforcement
proceedings by, or complaint or reference to, any Third Party against or in
respect of any member of the Wider Idox Group having been threatened,
announced or instituted by or against, or remaining outstanding in respect of,
any member of the Wider Idox Group which, in any such case, might reasonably
be expected to have a material adverse effect on the Wider Idox Group taken as
a whole;
3.8.3 no contingent or other liability having arisen, increased or
become apparent which is reasonably likely to adversely affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider Idox Group to an extent which is
material to the Wider Idox Group taken as a whole;
3.8.4 no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Idox Group, which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which is material
and reasonably be expected to have a material adverse effect on the Wider Idox
Group taken as a whole; and
3.8.5 no member of the Wider Idox Group having conducted its
business in material breach of any applicable laws and regulations which in
any case is material in the context of the Wider Idox Group taken as a whole;
3.9 since 31 October 2024, except as Disclosed, Bidco not having
discovered:
3.9.1 that any financial, business or other information concerning
the Wider Idox Group publicly announced or disclosed to any member of the
Wider Bidco Group at any time prior to the date of this announcement by or on
behalf of any member of the Wider Idox Group or to any of their advisers is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading and which is, in any case,
material in the context of the Wider Idox Group taken as a whole or in the
context of the Acquisition;
3.9.2 that any member of the Wider Idox Group is subject to any
liability, contingent or otherwise and which is material in the context of the
Wider Idox Group taken as a whole; or
3.9.3 any information which affects the import of any information
disclosed to Bidco at any time prior to the date of this announcement by or on
behalf of any member of the Wider Idox Group which is material in the context
of the Wider Idox Group taken as a whole.
Environmental liabilities
3.10 except as Disclosed, Bidco not having discovered that, in
relation to any release, emission, accumulation, discharge, disposal or other
similar circumstance which has impaired or is likely to impair the environment
(including property) or harmed or is likely to harm the health of humans,
animals or other living organisms or eco‑systems, no past or present member
of the Wider Idox Group, in a manner or to an extent which is material in the
context of the Wider Idox Group, (i) having committed any violation of any
applicable laws, statutes, regulations, Authorisations, notices or other
requirements of any Third Party giving rise to a material liability; and/or
(ii) having incurred any material liability (whether actual or contingent) to
any Third Party; and/or (iii) being likely to incur any material liability
(whether actual or contingent), or being required, to make good, remediate,
repair, re‑instate or clean up the environment (including any property), in
each case of (i), (ii) or (iii), which such liability or requirement would be
material to the Wider Idox Group taken as a whole;
Intellectual Property
3.11 no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member of the Wider
Idox Group which would be reasonably expected to have a material adverse
effect on the Wider Idox Group taken as a whole or is otherwise material in
the context of the Acquisition, including:
3.11.1 any member of the Wider Idox Group losing its title to any
intellectual property material to its business, or any intellectual property
owned by the Wider Idox Group and material to its business being revoked,
cancelled or declared invalid;
3.11.2 any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider Idox Group to,
or the validity or effectiveness of, any of its intellectual property; or
3.11.3 any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Idox Group being terminated or
varied;
Anti‑corruption and sanctions
3.12 except as Disclosed, Bidco not having discovered that (to an
extent that is material in the context of the Wider Idox Group taken as a
whole):
3.12.1 any past or present member of the Wider Idox Group or any person
that performs or has performed services for or on behalf of any such company
is or has at any time engaged in any activity, practice or conduct (or omitted
to take any action) in contravention of the UK Bribery Act 2010, the U.S.
Foreign Corrupt Practices Act of 1977 (so far as is applicable), as amended or
any other applicable anti‑corruption legislation;
3.12.2 any member of the Wider Idox Group is ineligible to be awarded
any contract or business under section 23 of the Public Contracts
Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006
(each as amended);
3.12.3 any past or present member of the Wider Idox Group has engaged in
any activity or business with, or made any investments in, or made any
payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction (so far as is applicable); or
3.12.4 a member of the Idox Group has engaged in a transaction which
would cause the Wider Bidco Group to be in breach of any law or regulation on
completion of the Acquisition, including the economic sanctions administered
by the United States Office of Foreign Assets Control or HM Treasury &
Customs or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the European Union
or any of its member states; or
No criminal property
3.13 except as Disclosed, Bidco not having discovered that any asset
of any member of the Wider Idox Group constitutes criminal property as defined
by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition).
Part B
Further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves
the right in its sole discretion to waive, in whole or in part, all or any of
the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i),
2.2(i), 2.3(i) and 2.4 which cannot be waived. If any of Conditions 2.1(ii),
2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadlines or agreed with Idox to
extend the relevant deadline.
2. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix 1 above that are capable of waiver
by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
3. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 4 below, Bidco may only invoke a Condition so as to cause the
Acquisition not to proceed, to lapse or to be withdrawn with the consent of
the Panel. The Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of material
significance to Bidco in the context of the Acquisition. This will be judged
by reference to the facts of each case at the time that the relevant
circumstances arise.
4. Condition 1, Conditions 2.1, 2.2, 2.3 and 2.4 in Part A of
Appendix 1 above, and, if applicable, any acceptance condition if the
Acquisition is implemented by means of an Offer, are not subject to Rule
13.5(a) of the Takeover Code.
5. Any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by Bidco.
6. If the Panel requires Bidco to make an offer or offers for
Acquisition Shares under the provisions of Rule 9 of the Takeover Code, Bidco
may make such alterations to the Conditions as are necessary to comply with
the provisions of that Rule.
7. Bidco reserves the right to elect, with the consent of the
Panel (where necessary) and subject to the terms of the Cooperation Agreement,
to implement the Acquisition by way of an Offer as an alternative to the
Scheme. In such an event, for so long as the Cooperation Agreement is
continuing, an Offer will be implemented on substantially the same terms, so
far as applicable, as those which would apply to the Scheme (subject to
appropriate amendments, including an acceptance condition set at not more than
90 per cent. of the Idox Shares on a fully diluted basis (or such other
percentage as may be permitted under the terms of the Cooperation Agreement)
and (to the extent necessary) consultation with the Panel, being in any case
more than 50 per cent. of the Idox Shares). If the Acquisition is effected by
way of an Offer, and such Offer becomes or is declared unconditional and
sufficient acceptances are received in respect of such Offer, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
2006 Act so as to acquire compulsorily the remaining Idox Shares in respect of
which the Offer has not been accepted.
8. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the AIM
Rules, the provisions of the Takeover Code and the applicable requirements of
the Panel and the London Stock Exchange.
9. Acquisition Shares will be acquired by Bidco fully paid and
free from all liens, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights attaching to them as at the
Effective Date, including the right to receive and retain all dividends and
distributions (if any) declared, made or paid after the Acquisition becomes
Effective.
10. If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid or
becomes payable in respect of the Idox Shares, Bidco reserves the right to
reduce the consideration payable under the terms of the Acquisition for the
Acquisition Shares by an amount up to the aggregate amount of such dividend
and/or distribution and/or other return of capital or value, in which case any
reference in this announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by Bidco of its rights referred to in this paragraph 10
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Scheme or the Acquisition. In such circumstances, Idox Shareholders would be
entitled to retain any such dividend, distribution and/or other return of
capital or value.
11. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws or regulatory requirements of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
12. The Scheme will be governed by English law and be subject to
the jurisdiction of the Court, to the Conditions set out above and full terms
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange, the FCA, the AIM Rules and the Registrar of Companies.
13. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. The "last Business Day" shall mean close of business on 27
October 2025;
2. The fully diluted issued ordinary share capital of
474,842,885 Idox Shares is based on:
2.1 461,682,046 Idox Shares in issue as at 27 October 2025 (being
the last Business Day before the date of this announcement); plus
2.2 13,160,839 Idox Shares which may be issued on or after the
date of this announcement pursuant to the Idox Share Plans as at 27 October
2025 (being the last Business Day before the date of this announcement).
3. A value of approximately £339.5 million for the entire
issued and to be issued share capital of Idox, implied by the terms of the
Acquisition, is based on the consideration of 71.5 pence per Acquisition Share
multiplied by the issued and to be issued share capital of Idox.
4. Adjusted EBITDA (earnings before interest, tax,
depreciation and amortisation) is defined as earnings before amortisation,
depreciation, restructuring, acquisition costs, impairment, financing costs
and share option costs.
5. "Cash EBITDA" means (Adjusted EBITDA less capitalisation of
intangible assets).
6. "EBIT" means (Adjusted EBITDA less depreciation less
amortisation (excluding amortisation on acquired intangibles)).
7. "Enterprise Value" is calculated using the fully diluted
share number as of the last Business Day, the offer price of 71.5 pence and
the Idox management team's estimate of closing net debt.
8. Unless otherwise stated, the financial information relating
to Idox is extracted from the audited consolidated financial statements of
Idox for the financial year to 31 October 2024, prepared in accordance with
UK-adopted international accounting standards (IFRS) and the Companies Act
2006.
9. Volume-weighted average prices have been derived from
Bloomberg and have been rounded to the nearest single decimal place.
10. Certain figures included in this announcement have been
subject to rounding adjustments.
11. Historical Idox share prices are based on Idox closing share
prices derived from Bloomberg.
Appendix 3
Details of Irrevocable Undertakings and Non-Binding Letters of Intent
1. Idox Directors
The following Idox Directors have given irrevocable undertakings to vote (or,
where applicable, procure the voting) in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting (or in the event that the
Acquisition is implemented by way of an Offer, to accept, or procure the
acceptance of, the Offer) in respect of their own beneficial holdings (or
those Idox Shares over which they have control) of Idox Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Idox Shares eligible to vote at Court Meeting
Idox Shares
Anoop Kang 18,222 0.004% 0.005%
Chris Stone 936,377 0.203% 0.231%
David Meaden 1,453,387 0.315% 0.359%
Phil Kelly 105,263 0.023% 0.026%
Jonathan Legdon 857,441 0.186% 0.212%
Total 3,370,690 0.73% 0.833%
These irrevocable undertakings also extend to any Idox Shares acquired by the
Idox Directors, whether as a result of the exercise of options or the vesting
of awards under the Idox Share Plans or otherwise.
The irrevocable undertakings referred to in this paragraph 1 cease to be
binding if: (i) this announcement is not released by 11:59pm on 31 October
2025 (London time); (ii) Bidco announces, with the consent of the Panel, that
it does not intend to make or proceed with the Acquisition and no new, revised
or replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time; or (iii) the Scheme lapses or is withdrawn in
accordance with its terms or (if earlier) the Scheme has not become Effective
by 30 June 2026. The irrevocable undertakings remain binding in the event a
higher offer is made for Idox.
2. Idox Shareholders
The following Idox Shareholder has given an irrevocable undertaking to vote
(or, where applicable, procure the voting) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting (or in the event that
the Acquisition is implemented by way of an Offer, to accept, or procure the
acceptance of, the Offer) in respect of their own beneficial holdings (or
those Idox Shares over which they have control) of Idox Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Idox Shares eligible to vote at Court Meeting
Idox Shares
Herald Investment Trust plc 13,648, 201 2.96% 3.37%
Total 13,648,201 2.96% 3.37%
The irrevocable undertaking referred to in this paragraph 2 ceases to be
binding on the earlier of the following occurrences: (i) this announcement not
having been released by 5.00 p.m. (London time) on 31 October 2025 (or such
later time and/or date as such Idox Shareholder and Bidco may agree in
writing); and (ii) prior to the Scheme becoming effective, a third party
announces a firm intention under Rule 2.7 of the Takeover Code to make a
competing offer to acquire the entire issued and to be issued ordinary share
capital of the Idox ("Competing Offer") and the consideration payable under
such Competing Offer represents a premium of more than 10 per cent to the
price per share then being offered by Bidco under the Offer, and the
shareholder elects to accept or vote in favour of that Competing Offer.
In addition, the following Idox Shareholders have given non-binding letters of
intent to vote in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting (or in the event that the Acquisition is
implemented by way of an Offer, to accept the Offer) in respect of their own
beneficial holdings (or those Idox Shares over which they have control) of the
following Idox Shares:
Name Total Number of Percentage of existing issued share capital Percentage of existing Idox Shares eligible to vote at Court Meeting
Idox Shares
Canaccord Genuity Asset Management 10,480,000 2.27% 2.59%
Rathbones Investment Management 35,203,152 7.62% 8.70%
SFM UK Management LLP 43,331,451 9.39% 10.70%
Total 89,014,603 19.28% 21.99%
Appendix 4
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"2006 Act" the Companies Act 2006, as amended from time to time
"2024 Idox Annual Report" the annual report and audited accounts of the Idox Group for the year ended 31
October 2024
"Acquisition" the proposed acquisition by Bidco of the entire issued, and to be issued,
share capital of Idox (excluding the Rolling Shares) by means of the Scheme,
or should Bidco so elect (subject to the Panel's consent and the terms of the
Cooperation Agreement), by means of an Offer
"Acquisition Shareholders" means the holders of the Acquisition Shares
"Acquisition Shares" means, together, the Scheme Shares and the Non-Rolling Idox Shares
"Adjusted EBITDA" means earnings before amortisation, depreciation, restructuring, acquisition
costs, impairment, financing costs and share option costs.
"AIM" the Alternative Investment Market, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange, as
amended from time to time
"Articles" the articles of association of Idox from time to time
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to The Large
and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008
(SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6
to those regulations
"Authorisations" authorisations, orders, grants, recognitions, confirmations, consents,
licences, clearances, certificates, permissions or approvals, in each case of
a Third Party
"Bidco" Frankel UK Bidco Limited
"Bidco Group" Bidco and its subsidiary undertakings and, where the context permits, each of
them
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks
in London, United Kingdom, Grand Cayman and Delaware, United States of America
are open for normal business
"Canaccord" Canaccord Genuity Limited
"Cash EBITDA" means (Adjusted EBITDA less capitalisation of intangible assets)
"Closing Price" the closing middle market price of an Idox Share as derived from the Daily
Official List on any particular date
"Commitment Letter" means the commitment letter relating to: (a) GBP185,000,000 senior secured
term loan facility; (b) GBP 75,000,000 PIK term loan facility; and (iii) GBP
15,000,000, senior secured revolving credit facility (together the
"Facilities"), from Guggenheim Partners Europe Limited (as arranger) and
Delaware Life Insurance Company (as commitment party), and the associated fees
of which are set out in the Fee Letter
"Condition" each of the conditions listed in Part A of Appendix 1 and any reference to a
numbered Condition shall be a reference to the Condition set out in the
paragraph of Part A of Appendix 1 bearing such number
"Confidentiality Agreement" the amended and restated confidentiality agreement dated 28 August 2025
between Long Path and Idox
"Cooperation Agreement" the cooperation agreement dated on or around the date of this announcement
between Bidco and Idox
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Scheme Shareholders to be convened at the direction of the
Court pursuant to Part 26 of the 2006 Act at which a resolution will be
proposed to approve the Scheme, including any adjournment thereof
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
"CREST" the relevant system (as defined in the Regulations) in respect of which
Euroclear UK & International Limited is the operator (as defined in CREST)
"Daily Official List" the daily official list of the London Stock Exchange
"Dealing Disclosure" an announcement by a party to an offer or a person acting in concert as
required by Rule 8 of the Takeover Code
"Disclosed" the information fairly disclosed by or on behalf of Idox: (i) in the 2024 Idox
Annual Report; (ii) in the half-year results for the six-months period ended
30 April 2025; (iii) in this announcement; (iv) in any other announcement to a
Regulatory Information Service prior to the publication of this announcement;
(v) in writing (including via the virtual data room operated by or on behalf
of Idox in respect of the Acquisition) or orally in meetings and calls by Idox
management prior to the date of this announcement to Bidco or Bidco's
officers, employees, agents or advisers (in their capacity as such)
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
"EBIT" means (Adjusted EBITDA less depreciation less amortisation (excluding
amortisation on acquired intangibles))
"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (ii) if the Acquisition is implemented by way of the Offer, the Offer
having been declared or having become unconditional in all respects in
accordance with the requirements of the Takeover Code
"Effective Date" the date on which the Acquisition becomes Effective
"Enterprise Value" in the context of the Acquisition is calculated using the fully diluted share
number as of the last Business Day prior to the date of this announcement, the
offer price of 71.5 pence and Idox management team's estimate of closing net
debt
"Excluded Shares" (i) any Idox Shares legally or beneficially held by Bidco or any member of the
Wider Bidco Group (including the Existing Shareholding); and (ii) any Treasury
Shares, in each case, at any relevant date or time
"Existing Shareholding" means the 56,876,997 Idox Shares held by Long Path Smaller Companies Master
Fund, Ltd. as at the date of this announcement,
"FCA" the Financial Conduct Authority or its successor from time to time
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time
"Fee Letter" means the fee letter from Guggenheim Partners Europe Limited (as arranger) and
Delaware Life Insurance Company (as commitment party) setting out the fees in
connection with the Facilities and Interim Facilities
"FY2024" means the financial year of Idox ended 31 October 2024
"General Meeting" the general meeting of Idox Shareholders to be convened to consider and, if
thought fit, pass, inter alia, the Resolutions in relation to the Scheme
including any adjournments thereof
"Idox" Idox plc
"Idox Board" the board of directors of Idox
"Idox Directors" the directors of Idox
"Idox Group" Idox and its subsidiary undertakings and, where the context permits, each of
them
"Idox Share Plans" means each of: (i) the Idox plc Share Option Plan; (ii) the Idox plc LTIP
2019; (iii) the Idox plc Long Term Incentive Plan 2023; (iv) the Idox plc
Share Investment Plan; and (v) a standalone share matching award granted by
Idox plc on 11 March 2019
"Idox Share(s)" ordinary shares of £0.01 each in the capital of Idox
"Idox Shareholder(s)" the holders of Idox Shares
"Interim Conditions Precedent Satisfaction Letter" means the letter from Guggenheim Partners Europe Limited (as arranger),
Delaware Life Insurance Company (as original interim lender) and Guggenheim
Credit Services, LLC (as interim facility agent and interim security agent) to
Bidco confirming the status of the conditions precedent under the Interim
Facilities Agreement
"Interim Facilities Agreement" means an interim facilities agreement, incorporating: (a) interim term
facilities in an aggregate principal amount equal to GBP 260,000,000 and (b)
an interim GBP revolving facility in an aggregate amount equal to GBP
15,000,000 (together the "Interim Facilities"), entered into between, among
others, Bidco (as borrower), Delaware Life Insurance Company (as original
interim lender) and Guggenheim Credit Services, LLC (as interim facility agent
and interim security agent) on or before the date hereof, and the associated
fees of which are set out in the Fee Letter
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 30 June 2026, or such later date, (a) as Bidco and Idox may agree, or (b) (in
a competitive situation) as may be specified by Bidco with the consent of the
Panel and in each case, if so required, that the Court may allow
"Long Path" the general partners and/or delegated portfolio managers (as applicable) of
the Long Path Vehicles, and as the context permits or requires the Long Path
Advisors (for the avoidance of doubt: (i) this shall not imply from a legal,
regulatory or tax perspective, nor should it be inferred, that these entities
are not separate and distinct entities, nor that there is any single Long Path
entity; and (ii) references to Long Path making investments or acting as an
investor should be read as references to the Long Path Vehicles making such
investments/acting as investor)
"Long Path Advisors" any, or all, of the advisory entities engaged by the general partners and/or
delegated portfolio managers of the Long Path Vehicles as the context permits
or requires
"Long Path Vehicles" Long Path branded funds, co-investment arrangements and other entities,
vehicles and structures
"Meetings" the Court Meeting and the General Meeting
"Non-Rolling Idox Shares" has the meaning in paragraph 6
"Offer" subject to the consent of the Panel and the terms of the Cooperation
Agreement, should the Acquisition be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on
behalf of Bidco to acquire the entire issued, and to be issued, share capital
of Idox (excluding the Rolling Shares), and, where the context admits, any
subsequent revision, variation, extension or renewal of such offer
"Offer Period" the offer period (as defined by the Takeover Code) relating to Idox which
commenced on 28 October 2025
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Acquisition
"Overseas Shareholders" holders of Scheme Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"PRA" the Prudential Regulation Authority or its successor from time to time
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulations" means the Uncertificated Securities Regulations 2001
"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook
"relevant securities" as the context requires, Idox Shares, other Idox share capital and any
securities convertible into or exchangeable for, and rights to subscribe for,
any of the foregoing
"Resolutions" the resolution(s) to be proposed at the General Meeting necessary to implement
the Scheme, including, amongst other things, a special resolution proposed in
connection with, inter alia, implementation of the Scheme and certain
amendments to be made to the Articles
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition (or Offer if applicable) is sent or made available to Idox
Shareholders in that jurisdiction
"Rothschild & Co" means N.M. Rothschild & Sons Limited
"Sanction Hearing" the Court hearing to sanction the Scheme
"Scheme" the proposed scheme of arrangement under Part 26 of the 2006 Act between Idox
and the holders of the Scheme Shares, with or subject to any modification,
addition or condition approved or imposed by the Court and agreed by Idox and
Bidco
"Scheme Document" the document to be sent to Idox Shareholders and persons with information
rights containing, amongst other things, the Scheme and notices of the
Meetings and proxy forms in respect of the Meetings
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately prior to the Effective Date
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" all Idox Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but before
the Voting Record Time; and
(iii) (if any) issued at or after the Voting Record Time and before the
Scheme Record Time in respect of which the original or any subsequent holders
thereof are, or shall have agreed in writing to be, bound by the Scheme,
in each case, other than any Excluded Shares
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the 2006 Act
"Takeover Code" the Takeover Code issued by the Panel on Takeovers and Mergers, as amended
from time to time
"Treasury Shares" any Idox Shares which are for the time being held by Idox as treasury shares
(within the meaning of the 2006 Act)
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"U.S. Exchange Act" the U.S. Securities Exchange Act of 1934
"Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
"Wider Bidco Group" the Bidco Group (including, for the avoidance of doubt, Bidco and its
associated undertakings and any other body corporate, partnership, joint
venture or person in which Bidco and such undertakings (aggregating their
interests) have an interest of more than 30 per cent. of the voting or equity
capital or the equivalent)
"Wider Idox Group" Idox and associated undertakings and any other body corporate, partnership,
joint venture or person in which Idox and such undertakings (aggregating their
interests) have an interest of more than 30 per cent. of the voting or equity
capital or the equivalent (excluding, for the avoidance of doubt, Long Path
and all of its associated undertakings which are not members of the Idox
Group)
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All references to "dollars", "USD", "$", "US$", "cents" and "c" are to the
lawful currency of the United States.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
Words in the singular shall include the plural and vice versa.
1 Note: For the purposes of this summary, references to "Idox
Shares" mean the ordinary shares of £0.01 each in the capital of Idox,
excluding the Rolling Shares (as defined in paragraph 6 below). References to
"Idox Shareholders" shall be construed accordingly.
2 Note: For the purposes of this paragraph 2, references to "Idox
Shares" mean the ordinary shares of £0.01 each in the capital of Idox,
excluding the Rolling Shares (as defined in paragraph 6 below). References to
"Idox Shareholders" shall be construed accordingly.
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