Statement re Mandatory Final Cash Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
23 June 2026
Integrated Diagnostics Holdings plc
("IDH", the "Group", or the "Company")
Statement re Mandatory Final Cash Offer by Hena Holdings Ltd
The independent directors of IDH (LSE: IDHC), being all of the directors save for Dr. Hend El Sherbini and Sherif El Zeiny in light of their connection with Hena Holdings Ltd ("Hena") (the "Independent Directors"), note the announcement made at 10:15 a.m. today by Hena regarding its mandatory final cash offer, under Rule 9 of the UK's City Code on Takeovers and Mergers (the "Code"), for the ordinary shares of USD0.25 par value each in the capital of the Company ("Ordinary Shares") not already owned by Hena, at a price of USD0.50 per Ordinary Share (the "Offer Price") (the "Mandatory Offer").
Hena is a vehicle wholly owned by the Group's Chief Executive Officer, Dr. Hend El Sherbini and her mother, Dr. Moamena Abdul Wahab Kamel. The Mandatory Offer is being made as a result of the unconditional acquisition today by Hena of 126,000,000 Ordinary Shares, representing approximately 21.67 per cent. of IDH's issued ordinary share capital, from Actis IDH Limited, an entity which is controlled by funds managed by Elliott Investment Management L.P. at a price of USD0.50 per share. Following this purchase, Hena holds 288,445,383 Ordinary Shares, representing approximately 49.62 per cent. of the Company's existing issued ordinary share capital, thereby triggering the requirement under Rule 9 of the Code to make the Mandatory Offer.
The Independent Directors will now give due and careful consideration of the terms of the Mandatory Offer. As required by the Code, the Board will also be obtaining independent advice in respect of the Mandatory Offer from its financial adviser, Strand Hanson Limited, and will make the substance of such advice known to shareholders in due course. Accordingly, IDH shareholders are advised to take no action in respect of the Mandatory Offer at this time.
Following the announcement by Hena, the Company is now in an "offer period" as defined in the Code, and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code which are summarised below.
Board Change
In conjunction with the Mandatory Offer, the Board also notes that Richard Henry Phillips has stepped down from the Board with immediate effect. Mr Phillips was appointed to the Board as a representative of Actis IDH Limited (the "Seller"), an entity controlled by funds managed by Elliott Investment Management L.P. Since the Seller has disposed of its entire shareholding to Hena, it is appropriate he steps down. This announcement is made in accordance with UKLR 6.4.6R.
Enquiries:
Integrated Diagnostics Holdings plc +44 20 7409 3494
C/o Strand Hanson
Strand Hanson Limited +44 20 7409 3494
(Financial Adviser and Rule 3 Adviser to IDH)
James Dance / Matthew Chandler / Carl Holmes / Harry Hiley
Additional information
The information contained in this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (which applies in the United Kingdom by operation of the European Union (Withdrawal) Act 2018 (as amended)). The person responsible for arranging release of this announcement on behalf of the Independent Directors is Yvonne Stillhart.
Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and Rule 3 Adviser to IDH and no-one else in connection with the Mandatory Offer and/or any other matters referred to in this announcement and will not be responsible to anyone other than IDH for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Mandatory Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches 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 Strand Hanson in connection with the Mandatory Offer, this announcement, any statement contained herein or otherwise.
This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom and the availability of the Mandatory Offer to shareholders who are not resident in the United Kingdom may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of IDH who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Code, any person who is, or becomes, interested in 1% 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 p.m. (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 Takeover 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 Code, a copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on the Company's website at https://investors.idhcorp.com/ by no later than 12 noon on 24 June 2026.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, as at the close of business on 22 June 2026 (being the last business day prior to the date of this announcement), the Company confirms that it had in issue 581,326,272 Ordinary Shares of USD0.25 each in the capital of the Company and admitted to trading on the Main Market of the London Stock Exchange. The International Securities Identification Number of the Ordinary Shares is JE00BLKGSR75. The LEI of the Company is 2138007JN9NUWKKTS790.
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