PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser:

Idox plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Idox plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

4 March 2021

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state “N/A”

 N/A

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security: 

Ordinary shares of 1p in Idox plc

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0.000

Nil

0.000

(2) Cash-settled derivatives:

 

Nil

0.000

Nil

0.000

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0.000

Nil

0.000

      TOTAL:

Nil

0.000

Nil

0.000

 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A


3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(A) Interests held by the directors of Idox plc and their close relatives and related trusts:

Director

No. of ordinary shares of 1p each held

Percentage of issued share capital

Chris Stone

936,377

0.21%

David Meaden

468,139

0.11%

Robert Grubb

88,885

0.02%

Phil Kelly

105,263

0.02%


(B) Interests held as options or awards by directors of Idox plc under the Idox Long Term Incentive Plan 2019 (“LTIP”) and under a matching share agreement entered into between the relevant director and Idox (“MSA”) which have vested but where the director has not exercised their right to acquire or receive the shares:

Director

Scheme

Award date

No. of ordinary shares of 1p each under option / award (1)

Vesting date

Percentage of issued share capital

Robert Grubb

LTIP

18 March 2019

333,333

18 March 2020

0.07%

David Meaden

LTIP

12 March 2019

1,170,800

12 March 2020

0.3%

Chris Stone

MSA

11 March 2019

585,500

11 March 2019

0.13%

 

(C) Interests held as options or awards by directors of Idox plc under the Idox Long Term Incentive Plan 2019 (“LTIP”) which have not yet vested:

Director

Scheme

Award date

No. of ordinary shares of 1p each under option / award (1)

Vesting date

Percentage of issued share capital

Robert Grubb

LTIP

18 March 2019

333,333

18 March 2021

0.07%

18 March 2019

333,334

18 March 2022

0.07%

LTIP

18 March 2020

108,024

18 March 2021

0.02%

18 March 2020

108,025

18 March 2022

0.02%

18 March 2020

108,025

18 March 2023

0.02%

David Meaden

LTIP

12 March 2019

1,170,800

12 March 2021

0.3%

12 March 2019

1,170,800

12 March 2022

0.3%

 

(1) The number shown in this column is the maximum number of ordinary shares which are capable of being acquired in connection with that option or award. The actual number of shares which may be acquired may be more or less, depending on performance against any applicable performance conditions.

(D) Interests of Idox Trustees Limited, in its capacity as trustee of the Idox plc Employee Benefit Trust

Class of relevant security

Ordinary shares of 1p each in Idox plc

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled

3,522,022

     0.79%

0

0.000%

(2) Cash-settled derivatives

0

0.000%

0

0.000%

(3) Stock-settled derivatives

0

0.000%

0

0.000%

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i)  the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

 

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

Date of disclosure:

5 March 2021

Contact name:

Ruth Paterson

Telephone number:

03330111636


Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Rule 26

Last updated: March 5th, 2021