NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, EGYPT, JAPAN, SAUDI ARABIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.
This announcement is not an offer of securities for sale or subscription in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not purchase any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") published on 6 May 2015 by Integrated Diagnostics Holdings plc, a company incorporated under the laws of Jersey (the "Company"), in connection with the proposed admission of the Company's ordinary shares to the standard listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities ("Admission"). Copies of the Prospectus are available online at http://investors.idhcorp.com/.
London, 6 May 2015
INTEGRATED DIAGNOSTICS HOLDINGS PLC
ANNOUNCEMENT OF PUBLICATION OF PROSPECTUS
Further to the announcement by Integrated Diagnostics Holdings plc ("IDH") earlier today relating to its initial public offering ("IPO"), the UK Listing Authority has approved the Prospectus dated 6 May 2015 (the "Prospectus").
Further details of the IPO are set out in the Prospectus, which will shortly be available, subject to certain restrictions, from IDH's registered office and online at http://investors.idhcorp.com/investors/information-and-disclosures/.
An electronic copy of the Prospectus will be submitted to the National Storage Mechanism and should be available shortly for inspection at www.morningstar.co.uk/uk/NSM.
For further information, please contact:
IDH
Sherif El Ghamrawi +20 1 004478699
Joint Global Coordinators and Joint Bookrunners
Deutsche Bank +44 (0)20 7545 8000
Christopher Laing
Faisal Rahman
Nicolas Skaff
Andreas Franzen
EFG-Hermes +20 2 35356366
Mohamed Ebeid
Ahmed El Guindy
Mohamed Abdel Khabir
Mohamed Abou Samra
Joint Bookrunner
Citi +44 (0)20 7986 4000
Omar Iqtidar
Nishant Kanodia
Dejan Borisavljevic
Finsbury
Rollo Head +44 (0)20 7251 3801
Philip Walters
-End-
The contents of this announcement, which have been prepared by and are the sole responsibility of Integrated Diagnostics Holdings plc ("IDH" or the "Company"), have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
Deutsche Bank AG, London Branch, EFG-Hermes Promoting and Underwriting and Citigroup Global Markets Limited (together, the "Joint Bookrunners") are acting for Integrated Diagnostics Holdings plc and Integrated Diagnostics Group Limited ("IDG") and Hena Holdings Limited ("Hena", and together with IDG, the "Selling Shareholders") and no one else in connection with the initial public offering (the "Offer"), and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than IDH and the Selling Shareholders for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This announcement is an advertisement and not a prospectus and investors should not purchase any shares referred to in this announcement except on the basis of information in the prospectus published on 6 May 2015 by the Company in connection with the proposed admission of the shares ("Admission") in the capital of the Company to the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc's main market for listed securities (the "Prospectus"). Copies of the Prospectus are available from the Company's registered office (12 Castle Street, St Helier, Jersey JE23RT). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of IDH or the Selling Shareholders to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The Offer and the distribution of this announcement and other information in connection with the Admission and the Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Egypt, Japan, Saudi Arabia, South Africa or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Egypt, Japan, Saudi Arabia or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Egypt, Japan, Saudi Arabia or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Egypt, Japan, Saudi Arabia or South Africa. There will be no public offer of the securities in the United States.
This document has been prepared on the basis that any offer of shares in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), other than offers which are made prior to the date of Admission or such later date as the Company may permit and which are contemplated in the Prospectus in the United Kingdom once the Prospectus has been approved by the competent authority in the United Kingdom and published and notified to the relevant competent authority in accordance with the Prospectus Directive, and in respect of which the Company has consented in writing to the use of the prospectus (the "Permitted Public Offers"), will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make any offer in that Relevant Member State of shares which are the subject of the offer contemplated in this document other than the Permitted Public Offers, may only do so in circumstances in which no obligation arises for the Company or any of the Joint Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor any of the Joint Bookrunners have authorised, nor do they authorise, the making of any offer (other than Permitted Public Offers) of the shares in circumstances in which an obligation arises for the Company or any Joint Bookrunners to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In connection with the Offer, any of the Joint Bookrunners or any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, in each case once published, to the shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by, the Joint Bookrunners or any of their respective affiliates acting as investors for their own accounts. None of the Joint Bookrunners or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, the Joint Bookrunners or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot shares or effect other transactions with a view to supporting the market price of the shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of commencement of conditional dealings of the shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up and, in the worst case, you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, when published. There is no guarantee that the Offer and Admission will happen and potential investors should not base their financial or investment decisions on the intentions of IDH or any other person in relation to the Offer and Admission at this stage. Potential investors should consult a professional adviser as to the suitability of the Offer and Admission for the person concerned.
This announcement contains "forward looking" statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of IDH, and the industry in which IDH operates. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond IDH's control and all of which are based on the directors' current beliefs and expectations about future events. Forward looking statements are sometimes identified by the use of forward looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or IDH with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to IDH's business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of IDH and the industry in which it operates.
These forward looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing IDH. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward looking statements. The forward looking statements contained in this announcement speak only as of the date of this document. IDH, the Selling Shareholders and the Joint Bookrunners expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.
Deutsche Bank AG, London Branch is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority.
Deutsche Bank AG, London Branch is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester Street, London EC2N2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available on request or fromwww.db.com/en/content/eu_disclosures.htm).
EFG-Hermes Promoting and Underwriting is a joint stock company incorporated in Egypt and having its registered office at Building No.B129 Phase3, Smart Village, Km 28 Cairo Alexandria Desert Road, Giza, Egypt.
EFG-Hermes Promoting and Underwriting is authorized under the Egyptian Capital Market law No. 95 for the year 1992 "CML" and regulated by the Egyptian Financial Supervisory Authority.
Citigroup Global Markets Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority with registered number 1763297 and has its registered office at Citigroup Centre, Canada Square, London E14 5LB.
