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
RECOMMENDED CASH OFFER
for
by
(a newly-formed company indirectly owned by
PUBLICATION AND POSTING OF THE OFFER DOCUMENT
On
On
Any votes submitted in relation to the Acquisition under the Scheme will no longer be valid and Idox Shareholders will need to take action as set out in this announcement and the Offer Document (as defined below) to accept the Offer.
Frankel and
In addition, joint letters from Frankel and
A copy of the Offer Document and related Form of Acceptance will be made available on
Terms used but not defined in this announcement have the same meaning given to them in the Offer Document.
Information for Idox Shareholders
The Offer will remain open for acceptance until
The procedures for acceptance of the Offer are set out in paragraph 17 of Part 1 of the Offer Document (Letter from
Further details of how to accept the Offer are set out in the Offer Document.
If you have any questions about the Offer Document or the accompanying documents, or are in any doubt as to how to complete the Form of Acceptance (if you hold Idox Shares in certificated form) or as to how to make an Electronic Acceptance (if you hold Idox Shares in uncertificated form), or wish to obtain an additional Form of Acceptance, please contact
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times below are indicative only and are based on current expectations and may be subject to change.
If any of the dates and/or times in this expected timetable change, notice of the revised dates and/or times will be given to Idox Shareholders by announcement through a Regulatory Information Service , with such announcement being made available on Idox's website at https://idoxgroup.com/investors/. Further updates and changes to these times will be notified in the same way.
Unless otherwise stated, all times referred to in this announcement and timetable below are
|
Event |
Time and/or date(1) |
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Publication and posting of the Offer Document and the accompanying documentation |
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Earliest date upon which the Offer may be declared Unconditional |
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Earliest date for the settlement of consideration of Idox Shareholders who accept the Offer on or prior to |
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|
The Offer can be accepted from Frankel will give at least 14 days' notice before the Offer is closed for acceptances. Such notice will be given to Idox Shareholders by announcement through a Whether or not Frankel (with the consent of the Panel) extends the Offer timetable, for any Idox Shareholder who accepts the Offer prior to Day 60, your acceptance (unless validly withdrawn) will remain in place and valid until the Offer becomes or is declared Unconditional. |
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Latest time and date by which the Offer can be accepted for Idox Shares in certificated or uncertificated form |
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Latest time and date by which the Offer may be declared and become Unconditional(4) |
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Settlement of consideration to Idox Shareholders who accept the Offer prior to the Offer becoming or being declared Unconditional (other than in respect of participants in the Idox Share Plans, in respect of whom settlement will be effected through payroll or such other method as may be determined by |
No later than 14 calendar days after |
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Long Stop Date in relation to the Acquisition |
30 June 2026 (6) |
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As of the date of publication of the Offer Document, Day 60 is |
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Notes:
(1) Participants in Idox Share Plans will be contacted separately regarding the Offer and provided with further details concerning arrangements applicable to them, and dates and times relevant to them.
(2) For Idox Shareholders holding Idox Shares in certificated form or uncertificated form (that is, in CREST), the latest time and date by which the Offer can be accepted initially will be
(3) Subject to the terms of the Cooperation Agreement, Frankel reserves the right (but shall not be obliged, other than as may be required by the Takeover Code) at any time or from time to time to bring forward the Offer before, or extend the Offer after, such time.
(4) The Offer shall lapse unless all of the Conditions have been fulfilled (or, where permitted, waived) by midnight on the earlier of the Unconditional Date and the Long Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel). Subject at all times to the Long Stop Date, if a material official authorisation or regulatory clearance remains outstanding on
(5) If the Offer becomes or is declared Unconditional and Frankel receives acceptances of the Offer in respect of, and/or otherwise acquires, 90% or more in nominal value of the Idox Shares to which the Offer relates, Frankel intends to exercise its rights pursuant to the statutory squeeze-out provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Idox Shares to which the Offer relates in respect of which the Offer has not at such time been accepted. If the Offer becomes or is declared Unconditional, Frankel will keep the Offer open for acceptances for at least 14 days following the date on which the Offer becomes or is declared Unconditional.
(6) The Long Stop Date will be 30 June 2026, or such later date as may be agreed between Frankel and
Enquiries
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Frankel and Long Path |
via Canaccord Genuity |
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+ 44 (0) 20 7523 8000 |
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+44 (0) 333 011 1200 |
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+44 (0)20 7280 5000 |
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+44 (0)20 7418 8900 |
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MHP (PR Adviser to |
+ 44 (0) 7831 406 117 |
Further information
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
This announcement contains inside information in relation to
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
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the
The availability of the Acquisition to Idox Shareholders who are not resident in and citizens of the
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. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be included in the Offer Document.
Notice to
The Acquisition relates to the shares of an English company and is proposed to be implemented by means of a Takeover Offer. A transaction effected by means of a Takeover Offer is not subject to the tender offer or proxy solicitation rules under the
It may be difficult for
In accordance with normal
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Frankel and
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Frankel and
Although Frankel and
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Frankel and
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
Other than in accordance with their legal or regulatory obligations, neither Frankel nor
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
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
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
No profit forecasts, estimates or quantified benefits statements
Save for the Idox Profit Estimate, 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
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
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
Rounding
Certain figures included in this announcement are subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
If the Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Frankel intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Idox Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Frankel may purchase Idox Shares otherwise than under the Takeover Offer, including pursuant to privately negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code,
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
The Acquisition will be subject to English law and the applicable requirements of the Takeover Code, the Panel, the
Appendix 1
Letter from the Non-Executive Chairman of
LETTER FROM THE NON-EXECUTIVE CHAIRMAN OF
(Incorporated and registered in
Directors: Registered office:
Christopher Stone, Non-Executive Chairman Unit 5
David Meaden, Chief Executive Officer Woking 8
Anoop Kang, Chief Financial Officer Forsyth Road
Jonathan Legdon, Chief Operating Officer Woking
Alice Cummings, Independent Non-Executive Director Surrey Phil Kelly, Independent Non-Executive Director United Kingdom Mark Milner, Independent Non-Executive Director GU21 5SB
To Idox Shareholders and, for information only, participants in the Idox Share Plans and other persons with information rights.
Dear Idox Shareholder,
Switch from Scheme of Arrangement to Takeover Offer and Recommended Cash Offer for Idox by Frankel
1. INTRODUCTION
I am writing to you today, on behalf of the Idox Directors, to set out the background to the Acquisition and the reasons why the Idox Directors consider that the terms of the Acquisition to be fair and reasonable and are unanimously recommending that you accept, or procure the acceptance of, the Offer.
On
The Scheme Document that was published in connection with the Scheme was posted to Idox Shareholders on
The Idox Directors and Frankel are of the view that the terms of the Acquisition are in the best interests of Idox Shareholders as a whole and therefore, in order to increase the certainty of its execution, Frankel has determined, with the consent of Idox and the Panel, to implement the Acquisition by way of a Takeover Offer rather than by way of the Scheme. The agreed switch to a Takeover Offer was announced on
The Idox Directors believe that Frankel's decision to switch to a Takeover Offer (with the consent of Idox) will allow Idox Shareholders to benefit from the Acquisition, subject to the Acceptance Condition and all other Conditions as set out in Part A of Appendix I (Conditions to and Further Terms of the Acquisition) of this Document being satisfied or (if capable of waiver) waived.
As a consequence of the Switch Announcement, the Acquisition will no longer be implemented by way of the previously announced Scheme. If an Idox Shareholder has already submitted a vote in respect of the Scheme, such vote will no longer be valid in light of the agreed switch to a Takeover Offer. Idox Shareholders will need to take the action set out in this Document in order to accept the Takeover Offer.
The Idox Directors consider that the terms of the Acquisition are in the best interests of the Idox Shareholders as a whole. Accordingly, the Idox Directors are recommending unanimously that you accept, or procure the acceptance of, the Takeover Offer.
I also draw your attention to the letter from Frankel set out in Part 1 (Letter from Frankel UK Bidco Limited) of this Document which gives details about the Acquisition, and to the additional information set out in Appendix IV (Additional Information) of this Document. Further information relating to the irrevocable undertakings given by those Idox Directors who hold interests in Idox Shares, including the circumstances in which they cease to be binding, is set out at paragraph 5 of this Part 2 (Letter from the Non-Executive Chairman of Idox), and in paragraph 5 of Appendix IV (Additional Information) of this Document.
Details of the actions you should take to accept the Takeover Offer are set out in paragraph 20 of Part 1 (Letter from Frankel UK Bidco Limited) of this Document. The recommendation of the Idox Directors is set out in paragraph 3 of this Part 2 (Letter from the Non-Executive Chairman of Idox).
2. SUMMARY OF THE TERMS OF THE ACQUISITION
Under the terms of the Acquisition, which is subject to the terms and conditions set out in Appendix I (Conditions to and Further Terms of the Acquisition) of this Document and, in the case of Idox Shares held in certificated form, the Form of Acceptance, each holder of Idox Shares (excluding the Rollover Shares) who accept the Takeover Offer shall be entitled to receive:
71.5 pence in cash for each Idox Share
If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Idox in respect of an Idox Share after the date of the Scheme Announcement, Frankel will have the right (without prejudice to any right Frankel may have, with the consent of the Panel, to invoke Condition 14 in Part B (Certain further terms of the Acquisition) in Appendix I (Conditions to and Further Terms of the Acquisition) of this Document) at its sole discretion to reduce the value of the consideration payable for each Idox Share, by up to the amount per Idox Share of such dividend, distribution or return of value. If Frankel exercises this right or makes such a reduction in respect of a dividend, distribution or return of value, Idox Shareholders will be entitled to receive and retain that dividend, distribution or return of value. Any exercise by Frankel of its rights referred to in this paragraph 2 of Part 2 (Letter from the Non-Executive Chairman of Idox) of this Document shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Offer or the Acquisition. If any such dividend or distribution or return of value is declared, paid or made on or after the date of the Scheme Announcement and Frankel exercises its rights described above, any reference in this Document to the cash consideration payable under the terms of the Acquisition shall be deemed to be a reference to the cash consideration as so reduced.
The Takeover Offer values the entire issued, and to be issued, ordinary share capital of Idox at approximately
The Takeover Offer represents a premium of approximately:
• 26.8 per cent. to the Closing Price of
• 29.3 per cent. to the volume weighted average price of
Furthermore, the Acquisition represents an attractive implied Enterprise Value multiple of c. 21x Cash EBITDA and c. 21x EBIT based on FY2024 figures.
3. RECOMMENDATION OF THE ACQUISITION
The Idox Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider that the terms of the Acquisition are fair and reasonable. In providing its advice to the Idox Directors, 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.
The Idox Directors consider that the terms of the Acquisition are in the best interests of the Idox Shareholders as a whole. Accordingly, the Idox Directors recommend unanimously that the Idox Shareholders accept or procure acceptance of the Takeover 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 the Latest Practicable Date. All of the irrevocable undertakings provided by the Idox Directors as described in paragraph 5 of Appendix IV (Additional Information) of this Document remain binding in relation to the agreed switch by Frankel to a Takeover Offer.
4. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION AND CURRENT TRADING
The views of the Idox Directors regarding the merits of the Acquisition remain consistent with the position that is described in Part One (Letter from the Chairman of Idox) in the Scheme Document. The description of the rationale for the unanimous recommendation of the Acquisition and the factors that the Idox Directors have considered in arriving at such a decision is set out in paragraph 3 of Part One (Letter from the Chairman of Idox) in the Scheme Document and such factors continue to be appropriate and well-founded following the Switch Announcement and are equally relevant in the context of their continued recommendation of the Acquisition. Accordingly, the Idox Directors restate those factors as the background to and reasons for their recommendation of the Acquisition below.
Background to the recommendation
Since its admission to AIM in
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 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
The Idox Directors have taken several factors into account in considering the terms of the Acquisition, including:
• the opportunity for Idox 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
• that the Acquisition represents a premium of approximately 29.3 per cent. to the volume weighted average price of
• 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 continue to 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 which remain as set out in Section 13 of the Scheme Announcement and the Scheme Document. The Idox Directors firmly believe that the Acquisition continues to represent an appealing opportunity which on completion of the Acquisition will result in a positive outcome for all its stakeholders, including customers, colleagues and shareholders.
The Idox Directors have noted Frankel's statement in the Switch Announcement and this Document at paragraph 5 of Part 1 (Letter from Frankel UK Bidco Limited) that if, following the Takeover Offer becoming or being declared Unconditional upon achieving more than 50 per cent. of the voting rights in Idox, but not acquiring or agreeing to acquire at least 75 per cent., Frankel will have significant control over Idox and intends for Idox to comply with the minimum requirements prescribed by applicable laws and regulations for public companies admitted to trading on AIM.
The Idox Directors further note Frankel's intention that if the Takeover Offer becomes or is declared Unconditional, Frankel also intends to amend the governance structure of Idox to be more like a private company. The Idox Directors acknowledge that Frankel has stated in the Switch Announcement and this Document at paragraph 5 of Part 1 (Letter from Frankel UK Bidco Limited) that it does not intend to appoint any independent directors to the board of Idox (save as required to ensure Idox's compliance with the AIM Rules), and does not intend to conduct earnings calls, provide any public disclosures or comply with any voluntary regimes including the Quoted Companies Alliance Corporate Governance Code, in each case other than as required under applicable law or regulation.
The Idox Board highlights to Idox Shareholders that if the Offer becomes or is declared Unconditional, Frankel would have significant control over Idox and Frankel could thereafter, convene a general meeting of Idox at which it could unilaterally pass ordinary resolutions. As a consequence, subject to the requirements of the AIM Rules, Frankel would be able to propose changes to the composition of the Idox Board and ensure the success of the ordinary resolutions required to be passed by Idox Shareholders to implement these changes, regardless of the voting patterns of other Idox Shareholders. Having implemented changes to the composition of the Idox Board, Frankel would be able through these board appointees to make amendments to the governance structure of Idox. Frankel has confirmed to Idox that any such corporate governance amendments will only be made in consultation with Idox's Nominated Adviser and will ensure that Idox complies with the AIM Rules and with any other applicable law or regulation.
The Idox Board notes Long Path's statement that it intends for Idox to comply with its obligations and requirements as prescribed by the AIM Rules if the Takeover Offer were to become Unconditional and Idox Shares were to remain trading on AIM.
The Idox Board further notes that non-compliance by Idox with its obligations under the AIM Rules may have a number of consequences for Idox and its investors, including inter alia, the suspension of admission
of the Idox Shares to trading on AIM and/or Idox being fined and/or censured. The LSE can also take disciplinary action against any AIM company in accordance with its Disciplinary Procedures and Appeals Handbook.
Furthermore, the Idox Board notes that on the assumption that the Takeover Offer becomes or is declared Unconditional and that by virtue of valid acceptances of the Takeover Offer and Frankel acquires Idox Shares carrying 75 per cent. or more of the voting rights attaching to the ordinary share capital of Idox, Frankel intends to procure that the admission of the Idox Shares to trading on AIM be cancelled ("Cancellation").
The Idox Board considers it important to acknowledge that, if the Takeover Offer becomes Unconditional and Frankel has not acquired or agreed to acquire at least 75 per cent. of the Idox Shares, then, any attempt by Frankel at a future juncture after the Offer becoming Unconditional to procure the Cancellation would be the subject of a separate vote by Idox Shareholders (the ("Cancellation Vote"). The timing of any Cancellation Vote and the appropriate timetable for seeking to effect any possible Cancellation, assuming that the Cancellation Vote is passed by the requisite majority of Idox Shareholders, would be subject to prior discussion with Idox's Nominated Adviser.
In the event that after the Offer becomes Unconditional, any Cancellation Vote is approved by the requisite majority of Idox Shareholders, Idox Shareholders that continue to hold Idox Shares at the time of such Cancellation will no longer be able to trade their Idox Shares on AIM and the liquidity and marketability of the Idox Shares will be significantly reduced. The Idox Board considers it important to note that Idox would no longer be subject to the AIM Rules and the protections afforded to Idox Shareholders thereunder, including those related to corporate governance matters, related party transactions pursuant to AIM Rule 13 and Idox would no longer retain a Nominated Adviser.
The Idox Board considers it advisable to note that even if the 75 per cent. threshold mentioned above were not to be achieved, but Frankel achieves a resultant holding of 50 per cent. or more of the voting rights in Idox, if Frankel requisitioned a general meeting of Idox Shareholders to propose a special resolution to cancel the admission of the Idox Shares to trading on AIM, that resolution would only require the approval of 75 per cent. of those Idox Shareholders present in person or by proxy, likely to be a lower threshold than 75 per cent. of Idox's issued ordinary share capital at that time because not all Idox Shareholders typically vote at its general meetings.
The Idox Board notes that if Frankel receives sufficient acceptances for the Offer and/or otherwise acquires further Idox Shares to increase its interests to 50 per cent. or more of the Company's voting rights, this may have an impact on individual shareholders' tax circumstances and accordingly the Idox Board would encourage shareholders to consult with their respective tax advisers.
The Idox Directors have given due consideration to Long Path's intentions surrounding statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of the
The Idox Directors note that Long Path is intending to undertake a detailed review of the
The Idox Directors acknowledge Long Path's intention to safeguard the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of the
The Idox Directors note that certain initiatives that Long Path is proposing could result in headcount reductions within the
The Idox Directors note that following completion of the Takeover Offer, Long Path will evaluate opportunities to enhance the effectiveness of Idox's research and development functions and that any changes to such functions are envisaged to be minimal. The Idox Directors acknowledge that Long Path has no plans to change the location of the headquarters of the
No third party discussions
Further to the confirmation of the Idox Directors in each of the Adjournment Announcement and the Switch Announcement, the Idox Directors reconfirm that Idox is not in discussions with any third parties regarding a potential competing offer.
Trading Update
Idox's financial year ends on 31 October. As in previous years, the Idox Board issued a trading update for Idox's financial year ending
(a) Idox Profit Estimate
As set out in the Scheme Document and replicated in the Switch Announcement, the Panel has confirmed that the statement above in relation to FY25 Adjusted EBITDA (the "Idox Profit Estimate") constitutes an ordinary course profit forecast for the purposes of Note 2(b) to Rule 28.1 of the Takeover Code, to which the requirements of Rule 28.1(c)(i) of the Takeover Code apply. The additional disclosures required by the Takeover Code are set out below.
(b) Idox Directors' confirmation
The Idox Directors have considered the Idox Profit Estimate set out in the Scheme Document, as replicated in the Switch Announcement and further replicated above and confirm that it remains valid as at the date of this Document, has been properly compiled and the basis of the accounting used is consistent with the
(c) Basis of preparation
The Idox Profit Estimate is based on the
5. IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Frankel has received irrevocable undertakings from each of the Idox Directors who hold interests in Idox Shares (in a personal capacity or through a nominee), to accept or procure the acceptance of the Takeover Offer in respect of their own beneficial holdings (or those Idox Shares over which they have control) in
respect of a total of 3,370,690 Idox Shares representing, in aggregate, approximately 0.73 per cent. of Idox's issued share capital as at the Latest Practicable Date.
In addition, Frankel had received certain other irrevocable undertakings and non-binding letters of intent regarding shareholder support for the Acquisition.
The total number of Idox Shares which are subject to irrevocable undertakings and non-binding letters of intent is 174,601,196 Idox Shares. This represents approximately 37.82 per cent. of the issued share capital of Idox as at 14 January 2026, being the last Business Day prior to the date of this Document.
Further details of the irrevocable undertakings and non-binding letters of intent are set out in paragraph 5 of Appendix IV (Additional Information) to this Document.
6. 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's 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.
7. IDOX SHARE PLANS
The Acquisition will impact participants in the Idox Share Plans and any outstanding Options granted under such plans as well as any Idox Shares that have been acquired pursuant to the Idox SIP. Participants in the Idox Share Plans will be contacted regarding the effect of the Acquisition on their Options and/or Idox Shares acquired under the Idox SIP, as applicable. Details of the impact of the Acquisition on the Idox Share Plans and Idox Shares acquired under the SIP are set out in paragraph 14 of Part 1 (Letter from Frankel UK Bidco Limited) of this Document.
8. ACTION TO BE TAKEN BY IDOX SHAREHOLDERS
Details of the action to be taken by Idox Shareholders in respect of the Acquisition and the Takeover Offer are set out in paragraph 20 of Part 1 (Letter from Frankel UK Bidco Limited) of this Document. Details relating to the proposed approach towards squeeze-out of Idox Shares, proposed cancellation of admission to trading of Idox Shares on AIM and re-registration of Idox are set out in paragraph 13 of Part 1 (Letter from Frankel UK Bidco Limited) of this Document.
9. OVERSEAS SHAREHOLDERS
Overseas holders of Idox Shares should refer to paragraph 18 of Appendix IV (Additional Information) of this Document, which contains important information relevant to such holders.
10. UNITED KINGDOM TAXATION
Your attention is drawn to paragraph 6 of Appendix IV (Additional Information) of this Document headed "United Kingdom taxation" which contains a summary of limited aspects of the United Kingdom tax treatment of the Takeover Offer. You are strongly advised to contact an appropriately qualified independent professional adviser to discuss the tax consequences of the Takeover Offer for your particular circumstances if you are in any doubt about your own tax position or if you are subject to taxation in any jurisdiction other than the United Kingdom.
As noted above, the Idox Board notes that if Frankel receives sufficient acceptances for the Takeover Offer and/or otherwise acquires further Idox Shares to increase its interests to 50 per cent. or more of the Company's voting rights, this may have an impact on individual shareholders' tax circumstances and accordingly the Idox Board would encourage shareholders consult with their respective tax advisers.
11. FURTHER INFORMATION
Your attention is drawn to further information contained in Part 1 (Letter from Frankel UK Bidco Limited), Appendix I (Conditions to and Further Terms of the Acquisition) and Appendix IV (Additional Information) of this Document, which provide further details concerning the Takeover Offer.
You are advised to read the whole of this Document and not just rely on the summary information contained in this letter or the Letter from Frankel UK Bidco Limited.
12. 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 to the Idox Directors, Rothschild & Co. has taken into account the commercial assessments of the Idox Directors. Rothschild & Co. is providing independent advice to the Idox Directors for the purposes of Rule 3 of the Takeover Code.
For the reasons set out above, the Idox Directors recommend unanimously that Idox Shareholders accept or procure acceptance of the 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 14 January 2026, being the last Business Day prior to the date of this Document.
Yours faithfully
Christopher Stone
Non-Executive Chairman of Idox plc
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