Offer Unconditional
Summary by AI BETAClose X
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
29 July 2026
UNRECOMMENDED MANDATORY FINAL CASH OFFER
of
INTEGRATED DIAGNOSTICS HOLDINGS PLC
by
HENA HOLDINGS LTD.
(a company wholly owned by Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel)
Day 20 Acceptance level update and confirmation that Offer is Unconditional
Introduction
On 23 June 2026, Hena Holdings Ltd. ("Bidco"), a company wholly owned by Dr Hend El Sherbini (the Chief Executive Officer of IDH) and her mother, Dr Moamena Abdul Wahab Kamel, announced that it had acquired 126,000,000 IDH Shares from Actis IDH Limited (the "Seller"), an entity controlled by funds managed by Elliott Investment Management L.P. ("Elliott"), which completed on 23 June 2026 (the "Elliott Transaction") and that, as a result of the Elliott Transaction, under Rule 9 of the Takeover Code, Bidco was required to make a mandatory cash offer for the IDH Shares not already held by Bidco. Accordingly, on 23 June 2026, Bidco announced a mandatory final cash offer (the "Offer") to be made by Bidco for all of the IDH Shares not already held by Bidco at a price of US$0.50 (50 cents) in cash per IDH Share (the "Rule 2.7 Announcement").
The offer document containing the full terms and conditions of the Offer and the procedures for acceptance (the "Offer Document") was published and posted to IDH Shareholders on 8 July 2026.
Capitalised words and expressions in this announcement shall, unless otherwise defined, have the meaning given in the Offer Document.
Acceptance level update and confirmation that the Offer is now unconditional
In accordance with Rule 17 of the Code, Bidco confirms that, as at 3.00 p.m. yesterday (28 July 2026), Bidco had received valid acceptances of the Offer in respect of a total of 40,631,301 IDH Shares, representing approximately 6.98 per cent. of the existing issued ordinary share capital of IDH.
Therefore, as at 3.00 p.m. on 28 July 2026, Bidco counted, together with the 288,445,383 IDH Shares held by Bidco following completion of the Elliott Transaction, 329,076,684 IDH Shares, representing approximately 56.60 per cent. of the existing issued ordinary share capital of IDH, towards the satisfaction of the Acceptance Condition to the Offer.
As the Acceptance Condition was the sole condition precedent to the Offer, the Offer is now unconditional.
Bidco confirms that the Offer will close at 1.00 p.m. on 12 August 2026, being 14 days following the date of this announcement.
In accordance with the terms of the Offer, withdrawal rights have now ceased to be exercisable. The Offer, which remains subject to the terms and conditions set out in the Offer Document and the Form of Acceptance (in respect of IDH Shareholders who hold their IDH Shares in certificated form only), shall remain open for acceptance by all IDH Shareholders until 1.00 p.m. on 12 August 2026.
Action to be taken by IDH Shareholders
IDH Shareholders who wish to accept the Offer should do so as soon as possible in accordance with the procedures set out in paragraph 11 of Part 1 of the Offer Document.
IDH Shareholders who have not yet accepted the Offer but intend to do so are urged to do so as soon as possible. IDH Shareholders who hold their IDH Shares in certificated form should complete and return the Form of Acceptance in accordance with the instructions set out in paragraph 11.1 of Part 1 of the Offer Document. IDH Shareholders who hold their IDH Shares in uncertificated form (that is, in CREST) should follow the procedure set out in paragraph 11.2 of Part 1 of the Offer Document.
Enquiries
|
Hena Holdings Ltd. |
+44 20 7523 8000 |
|
c/o Canaccord Genuity Limited |
|
|
Canaccord Genuity Limited Stuart Andrews Harry Rees |
+44 20 7523 8000 |
Further information
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively for Bidco and no one else in connection with the matters set out in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Canaccord Genuity nor any of its subsidiaries 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 Canaccord Genuity in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer to sell or an invitation to purchase any securities 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 Offer or otherwise, nor shall there be any purchase, sale, issuance or transfer of securities of IDH or such solicitation in any jurisdiction in contravention of applicable law. The Offer is being implemented solely pursuant to the terms of the Offer Document which, together with the Form of Acceptance, contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws or jurisdictions outside the United Kingdom.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
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 publication 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.
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 Offer 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 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 and Wales.
The availability of the Offer to IDH 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 Offer 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. 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
Copies of this announcement and any formal documentation relating to the Offer 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 where to do so would violate the laws in that jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send the same in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. 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 are contained in the Offer Document.
Important Notice to US holders of IDH Shares
The Offer relates to shares of a Jersey company and is being made by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer is made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the US Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Offer is made in the United States by Bidco and no one else.
Furthermore, the payment and settlement procedures with respect to the Offer comply with the relevant United Kingdom rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.
In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, Canaccord Genuity Limited and their respective affiliates may continue to act as exempt principal traders or exempt market makers in IDH Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, Bidco, its affiliates, their advisers, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in IDH outside the Offer, such as in open market purchases or privately negotiated purchases, during the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any information about such purchases or arrangements to purchase shall be disclosed as required under United Kingdom laws and will be available to all investors (including US investors) via the Regulatory Information Service on www.londonstockexchange.com.
The financial statements and all financial information included in the Offer Document have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union and thus may not be comparable to financial statements and information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. Neither the Offer nor the Offer Document have been approved or disapproved by the Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in the Offer Document or the merits of the Offer. Any representation to the contrary is a criminal offence in the US.
The receipt of cash by a US holder as consideration for the transfer of its IDH Shares pursuant to the Offer will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder of IDH Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to him or her.
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 by Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on IDH's website at https://idhcorp .com/offer-announcement/ and on Bidco's website at www.henaholdingsmandatoryoffer.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, IDH Shareholders and persons with information rights may request a hard copy of this announcement by contacting the Receiving Agent, MUFG Corporate Markets, on 0371 664 0321 within the United Kingdom or on +44 (0)371 664 0321 from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Alternatively, a request may be submitted in writing to MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom. 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 Offer should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by IDH Shareholders, persons with information rights and other relevant persons for the receipt of communications from IDH may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 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 the figures that precede them.
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