Announcement • May 06
Long Path Co-Investment Fund 6, LP, Long Path Smaller Companies Master Fund Ltd., Long Path Smaller Companies Fund, LP and Long Path Opportunities Fund Ii, Lp, funds managed by Long Path Partners, LP acquired remaining 85.25% stake in IDOX plc (AIM:IDOX) from group of shareholders.
Long Path Co-Investment Fund 6, LP, Long Path Smaller Companies Master Fund Ltd., Long Path Smaller Companies Fund, LP and Long Path Opportunities Fund Ii, Lp, funds managed by Long Path Partners, LP reached an agreement to acquire remaining 85.25% stake in IDOX plc (AIM:IDOX) from group of shareholders for approximately £290 million on October 28, 2025. A cash consideration valued at £0.715 per share will be paid by Long Path Partners, LP. As part of the acquisition, Long Path Partners, LP along with its funds will acquire through Frankel UK Bidco Limited, a vehicle formed for the purpose of acquisition. Upon completion, Long Path Co-Investment Fund 6, LP will own 87%, Long Path Smaller Companies Master Fund Ltd., and Long Path Smaller Companies Fund, LP will own 7%, and Long Path Opportunities Fund II, LP will own 6% in Bidco. The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement.
The transaction is financed through a combination of equity and debt to be provided under the Interim Facilities Agreement arranged by Guggenheim Partners Europe Limited. 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 and 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. Upon completion, Long Path Partners, LP will own 100% stake in IDOX plc and It is intended that dealings in Idox Shares should be suspended shortly prior to the Effective Date. Since the announcement, IDOX plc has secured additional non-binding letters of intent from shareholders, including Mission Trail Capital Management LLC for 13,830,107 shares, Richard H. Witmer Jr. for 10,003,818 shares, and Mercia Fund Management Limited for 7,528,333 shares. Rathbones reduced its commitment to 32,840,422 shares after selling some shares. This brings the total shares under commitment to 135,033,022, representing 29.25% of Idox's issued share capital. Long Path holds 56,876,997 shares, or 12.32% of the capital. 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 recommended Takeover Offer, rather than by way of the Scheme. As of January 5, 2026, Frankel received additional binding commitments from certain institutional investors and/or their affiliates and/or related investing vehicles to subscribe for interests, directly or indirectly, in one of the Long Path Funds through which those investors will hold indirect minority interests in Frankel. On 4 January 2026, Long Path Partners, LP received an irrevocable undertaking from Lombard Odier Asset Management (US) Corp to accept or procure acceptance of the Takeover Offer in respect of, in aggregate,18,779,641 Idox Shares. Long Path Partners, LP has also received a non-binding letter of intent from Sand Grove Capital Management LLC to accept the Takeover Offer in aggregate of 26,221,658 Idox Shares. As of January 5, 2026, Frankel determined, with the consent of Idox and the Takeover Panel,to implement the Acquisition by way of a recommended takeover offer, rather than by way of the Scheme. On January 12, 2026, Long Path Partners, LP received a non-binding letter of intent from Trium Capital LLP to accept the Takeover Offer, in respect of 18,459,496 Idox Shares. On January 13, 2026, Long Path Partners, LP received a non-binding letter of intent from BGF Investments LP acting by its manager BGF Investment Management Limited to accept the Takeover Offer, in respect of 7,673,245 Idox Shares. As of January 29, 2026, Frankel received a non-binding letter of intent from Castlebar Capital LLP acting as agent for Castlebar Master Fund Limited to accept the Takeover Offer, in respect of 8,840,572 Idox Shares. Together, through the irrevocable undertakings, non-binding letters of intent and Long Path's shareholding, Frankel has aggregate support for the Acquisition totaling 227,148,326 Idox Shares, representing approximately 49.2%. of the issued share capital of Idox. On February 2026, Frankel may count 117,001,081 Idox Shares, representing approximately 25.34% of Idox's existing issued ordinary share capital, towards satisfaction of the Acceptance Condition. This includes 28,748,136 Idox Shares which are currently held by the SCF Master Fund as referred to below, which, as disclosed in the Offer Document in greater detail, are Rollover Shares and will be transferred to Frankel pursuant to the Transfer Agreement. This includes 28,748,136 Idox Shares which are currently held by the SCF Master Fund as referred to below, which, as disclosed in the Offer Document in greater detail, are Rollover Shares and will be transferred to Frankel pursuant to the Transfer Agreement. As of February 26, 2026 through the irrevocable undertakings, non-binding letters of intent and Long Path's shareholding, Frankel has aggregate support for the Acquisition totaling 258,153,015 Idox Shares, representing approximately 55.92% of the issued share capital of Idox.
The transaction is subject to approval of offer by the shareholders of IDOX plc, court approval, Regulatory approvals and Third party clearances. The board of directors of IDOX plc considers the terms to be fair and reasonable and intends to recommend unanimously that the Scheme Shareholders vote in favor of the Scheme at the Court Meeting and that the Idox Shareholders vote in favor of the Resolutions at the General Meeting. The Court Meeting and General meeting is expected to take place on December 15, 2025. As of March 25, 2026, the Chancellor of the Duchy of Lancaster has issued a final notification that no further action in relation to the Acquisition is to be taken under the UK NSI Act. Accordingly, the UK NSI Act Condition has now been satisfied. Frankel and Idox confirm that the French Regulatory Condition remains outstanding. It is expected that the Offer will become or will be declared unconditional in the second quarter of 2026. As of April 16, 2026, the French Ministry of Economy, Finance and Recovery has issued a decision authorizing the completion of the Acquisition. Accordingly, the French Regulatory Condition has also been satisfied. All of the Regulatory Conditions have been satisfied. The Offer remains subject to the Acceptance Condition. As of April 17, 2026, Long Path Partners, LP has received valid acceptances that, when combined with its existing holdings, amount to approximately 42.88% of Idox plc's share capital. This is still below the offer's acceptance condition of acquiring more than 50%. The cash offer of 0.715 per share remains open for acceptance until May 14, 2026. As of April 21, 2026, the Offer has been declared as Unconditional. All remaining Conditions to the Offer have been satisfied or, where applicable, waived. Furthermore, Acceptance Condition has been satisfied. In accordance with the terms of the Offer, withdrawal rights have now ceased to be exercisable.
Simon Bridges, Max Hartley, Harry Rees of Canaccord Genuity Limited act as financial advisor for Long Path Partners, LP, Warner Mandel, AntonBlack, Jose Benito Sanz of N.M. Rothschild & Sons Limited act as financial and fairness opinion provider, Neil Patel, BenjaminCryer, Kate Bannatyne, Alice Lane of Peel Hunt LLP act as financial advisor for IDOX plc. Stuart Boyd, Victoria Legg, Khadar Jama, Lloyd Robertson-Jones, Emma Flett, Ben Zeris, Julia Ostendorf, Mavnick Nerwal and Tomás McGrath of Kirkland & Ellis International LLP acted as legal advisor for Long Path Partners, LP.
Long Path Co-Investment Fund 6, LP, Long Path Smaller Companies Master Fund Ltd., Long Path Smaller Companies Fund, LP and Long Path Opportunities Fund Ii, Lp, funds managed by Long Path Partners, LP completed the acquisition of remaining 85.25% stake in IDOX plc (AIM:IDOX) from group of shareholders on May 5, 2026. The Offer will initially be open for acceptance until on May 14, 2026.