REG - Long Path Partners IDOX PLC - Update on Letters of Intent

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RNS Number : 5788G  Long Path Partners LP  07 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

7 November 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))

Update on Letters of Intent

On 28 October 2025 the boards of directors of Frankel UK Bidco Limited
("Bidco"), a newly-formed company to be indirectly owned by Long Path
Co-Investment Fund #6, LP (acting by its general partner, Long Path
Co-Investment Fund #6 GP, LLC), Long Path Smaller Companies Fund, LP (acting
by its general partner Long Path Fund GP, LLC), Long Path Smaller Companies
Master Fund, Ltd. and Long Path Opportunities Fund II, LP (acting by its
general partner, Long Path Opportunities Fund GP, LLC), and Idox plc ("Idox")
made an announcement pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7
Announcement") of a recommended all-cash acquisition by Bidco of the entire
issued, and to be issued, ordinary share capital of Idox (the "Acquisition"),
intended to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Rule 2.7 Announcement.

As set out in Appendix 3 to the Rule 2.7 Announcement, Bidco had received
irrevocable undertakings and non-binding letters of intent from certain Idox
Shareholders to vote in favour  (or, where applicable, procure voting) of the
Scheme at the Court Meeting and the Resolutions to be proposed 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 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 the Rule 2.7 Announcement.
These include a non-binding letter of intent from Rathbones Investment
Management ("Rathbones") in respect of 35,203,152 Idox Shares, representing
approximately 7.62 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 the
Rule 2.7 Announcement (the "Rathbones Letter of Intent").

Under the Rathbones Letter of Intent, Rathbones is permitted to sell, acquire
or otherwise deal in Idox Shares at any time.

Since the Rule 2.7 Announcement:

1.     On 2 November 2025, Mission Trail Capital Management LLC delivered
to Bidco an executed non-binding letter of intent to vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed 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 13,830,107 Idox Shares;

2.     On 4 November 2025, Richard H. Witmer Jr. delivered to Bidco an
executed non-binding letter of intent to vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed 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 10,003,818 Idox Shares;

3.     Rathbones has notified Bidco that, on 28, 29, 30, 31 October and 3,
4 and 5 November 2025, it had sold certain Idox Shares that were previously
subject to the Rathbones Letter of Intent; and

4.     On 6 November 2025, Mercia Fund Management Limited delivered to
Bidco an executed non-binding letter of intent to vote in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed 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 7,528,333 Idox Shares.

As a result:

·        the total number of Idox Shares which are subject to the
Rathbones Letter of Intent has reduced to 34,069,812 Idox Shares, representing
approximately 7.37 per cent. of the existing issued share capital of Idox as
at close of business on 6 November 2025, being the last Business Day prior to
the date of this announcement; and

·        the total number of Idox Shares which are subject to
irrevocable undertakings and non-binding letters of intent has, in aggregate,
since the Rule 2.7 Announcement, increased from 106,033,494 to 136,262,412
Idox Shares, representing approximately 29.51 per cent. of the issued share
capital of Idox as at close of business on 6 November 2025, being the last
Business Day prior to this announcement.

In addition to this, Long Path currently holds 56,876,997 Idox Shares,
representing approximately 12.32 per cent. of the issued share capital of Idox
as at close of business on 4 November 2025, being the last Business Day prior
to this announcement.

The Company remains in an 'offer period' in accordance with the rules of the
Code and the attention of Scheme Shareholders is drawn to the continuing
disclosure requirements of Rule 8 of the Code, which are summarised below.

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 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

The statements contained in this announcement are made as at the date of this
announcement unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date. Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of HL or Bidco
except where otherwise expressly stated.

The Acquisition is subject to English law, the jurisdiction of the courts of
England and Wales, and the applicable requirements of the Companies Act, the
Takeover Code, the Panel, the London Stock Exchange and the FCA.

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
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