IDH's proposed revised Delisting Buyback Price

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IDH's proposed revised Delisting Buyback Price in connection with delisting from the Egyptian Exchange

27 June 2024

On 24 May 2024, Integrated Diagnostics Holdings Plc ("IDH" or the "Company") published a Notice of the Extraordinary General Meeting (the "EGM") to be held on 12 June 2024 in connection with the proposed voluntary delisting of its ordinary shares (the "Shares") from the Egyptian Exchange (the "EGX").  As announced on 12 June 2024, all the resolutions contained in the Notice of EGM were duly passed at the EGM.

These resolutions included a resolution authorising the Company to repurchase Shares from shareholders who hold Shares traded on the EGX held by Misr for Central Clearing, Depository and Registry ("EGX Shares", and such shareholders, "EGX Shareholders"), as well as any creditor who has the benefit of a mortgage over any EGX Shares ("Mortgaged Creditors"), if so required by such EGX Shareholders or Mortgaged Creditors during the relevant buyback period which will be specified by the Company (such persons, the "Selling Shareholders" and such EGX Shares acquired by the Company from the Selling Shareholders, the "Delisting Sale Shares"). This approach is consistent with applicable Egyptian regulations and practice for Egyptian-incorporated companies seeking to delist from the EGX.  Based on the foregoing, it was determined that the price to be paid by the Company to the Selling Shareholders (the "Delisting Buyback Price") would be 18.62 Egyptian pounds per Delisting Sale Share (exclusive of expenses).

The Company has since been informed by the EGX that the calculation of the Delisting Buyback Price did not in fact properly take account of certain aspects of the applicable regulations given the low trading volumes in the Company's Shares and, as a consequence, and notwithstanding that the relevant resolutions have been passed by its shareholders, the Delisting Buyback Price should instead be 20 Egyptian pounds per Delisting Sale Share (exclusive of expenses) in accordance with the method of calculating the delisting buyback price of shares applicable by the EGX. 

As such, the Company will in the coming days publish a further notice of extraordinary general meeting to convene another extraordinary general meeting of shareholders to approve the resolutions required in order to give effect to the repurchase of Delisting Sale Shares at this revised Delisting Buyback Price of 20 Egyptian pounds per Delisting Sale Share (exclusive of expenses).  A further announcement will be made upon the publication of this further notice of extraordinary general meeting.

A summary of the resolutions passed by the board of directors of the Company in relation to this further extraordinary general meeting is set out in the Appendix to this announcement.

The information contained in this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018.  Upon the publication of this announcement, this inside information is now considered to be in the public domain.  Company Matters, IDH's Company Secretary, is responsible for the release of this announcement for the purposes of such regulation.

For further information please contact:

Integrated Diagnostics Holdings plc

Tarek Yehia

Investor Relations Director

T: +20 (0)2 3332 1126 | M: +20 10 6882 6678 |  [email protected]

Company Secretary

Company Matters

[email protected]

-Ends-

About Integrated Diagnostics Holdings (IDH)

IDH is a leading diagnostics services provider in the Middle East and Africa offering a broad range of clinical pathology and radiology tests to patients in Egypt, Jordan, Nigeria, Sudan and Saudi Arabia.  The Group's core brands include Al Borg, Al Borg Scan and Al Mokhtabar in Egypt, as well as Biolab (Jordan), Echo-Lab (Nigeria), Ultralab and Al Mokhtabar Sudan (both in Sudan ), and Biolab KSA (Saudi Arabia).  With over 40 years of experience, a long track record for quality and safety has earned the Company a trusted reputation, as well as internationally recognised accreditations for its portfolio of over 3 ,000 diagnostics tests.  From its base of 601 branches as of 31 December 2023 , IDH served over 8. 5 million patients and performed more than 36.1 million tests in 2023.  IDH will continue to add laboratories through a Hub, Spoke and Spike business model that provides a scalable platform for efficient expansion.  Beyond organic growth, the Group targets expansion in appealing markets, including acquisitions in the Middle Eastern, African, and East Asian markets where its model is well-suited to capitalise on similar healthcare and consumer trends and capture a significant share of fragmented markets.  IDH has been a Jersey-registered entity with a Standard Listing on the Main Market of the London Stock Exchange (ticker: IDHC) since May 2015 with a secondary listing on the EGX since May 2021 (ticker: IDHC.CA).

Learn more at  idhcorp.com.

Important disclaimers (including in relation to securities law restrictions)

This announcement is for information purposes only and is not intended to and does not constitute or form part of an investment recommendation or any offer to buy or sell or subscribe for or any invitation to buy, sell or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction.

 This announcement may contain certain forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts and events, and can be identified by the use of such words and phrases as "according to estimates", "aims", "anticipates", "assumes", "believes", "could", "estimates", "expects", "forecasts", "intends", "is of the opinion", "may", "plans", "potential", "predicts", "projects", "should", "to the knowledge of", "will", "would" or, in each case their negatives or other similar expressions, which are intended to identify a statement as forward-looking. This applies, in particular, to statements containing information on future financial results, plans, or expectations regarding business and management, future growth or profitability and general economic and regulatory conditions and other matters affecting the Company and its subsidiaries (the "Group").

Forward-looking statements reflect the current views of the Group's management ("Management") on future events, which are based on the assumptions of the Management and involve known and unknown risks, uncertainties and other factors that may cause the Group's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  The occurrence or non-occurrence of an assumption could cause the Group's actual financial condition and results of operations to differ materially from, or fail to meet expectations expressed or implied by, such forward-looking statements.

The Group's business is subject to a number of risks and uncertainties that could also cause a forward-looking statement, estimate or prediction to differ materially from those expressed or implied by the forward-looking statements contained in this announcement.  The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.  Save as required by applicable law, the Group does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Appendix - Summary of Board Resolutions

Chairman:   Lord Anthony Tudor St. John 

Secretary of the Board:   Company Matters