Integrated Diagnostics Holdings Mandatory Offer by Hena Holdings Hits 49.73% Acceptance as Deadline Nears

Triggering Event: Elliott Transaction and Mandatory Offer Activation

On 23 June 2026, Hena Holdings Ltd. completed the acquisition of 126 million IDH shares from Actis IDH Limited, an entity controlled by Elliott Investment Management L.P. funds. This transaction significantly changed Integrated Diagnostics Holdings’ ownership structure and triggered regulatory obligations under the Takeover Code. Specifically, Rule 9 mandates that any shareholder crossing the 30% ownership threshold must make an offer for all remaining shares at the highest price paid during the relevant period.

This acquisition by Hena Holdings, whose principals include IDH’s CEO Dr Hend El Sherbini, marked a major corporate development for the diagnostics provider. The mandatory offer aims to protect minority shareholders by ensuring equal exit opportunities at the same price offered to the largest seller. The Rule 9 announcement on 23 June 2026 confirmed that Bidco (Hena Holdings Ltd.) would make a mandatory final cash offer for all IDH shares not already owned by Bidco, setting the framework for the ongoing offer period.

Offer Details: Fixed Price of US$0.50 Per Share

Hena Holdings’ mandatory cash offer is set at a fixed price of US$0.50 per IDH share, payable in cash. The offer document outlining full terms and conditions was published and distributed to shareholders on 8 July 2026, providing detailed guidance on the offer mechanics and acceptance process.

The US dollar pricing reflects Integrated Diagnostics Holdings’ international shareholder base and operations. The announcement did not disclose historical share price trends or market capitalization effects related to the offer price. Shareholders are reminded to accept the offer before the 1.00 p.m. deadline on 29 July 2026. The offer remains subject to the terms and conditions in the offer document, with certain conditions precedent potentially affecting completion.

Acceptance Progress at Day 16

As of 5.00 p.m. on 24 July 2026, the last business day before the announcement, Hena Holdings had received valid acceptances for 663,400 shares, approximately 0.11% of IDH’s issued ordinary share capital. Combined with the 288,445,383 shares held following the Elliott Transaction, total holdings reached 289,108,783 shares, or roughly 49.73% of issued capital.

These shares count toward satisfying the offer’s Acceptance Condition, indicating conditional terms. The acceptance level is close to the 50% mark, a significant threshold in takeover scenarios, though the exact unconditional acceptance level was not disclosed. The relatively low voluntary acceptance rate compared to shares already held by Hena Holdings suggests limited shareholder enthusiasm during the offer period.

Offer Timeline and Acceptance Instructions

The offer remains open until 1.00 p.m. on 29 July 2026. If the offer becomes unconditional before this time, it will remain open for at least 14 further days, consistent with Takeover Code requirements, ensuring shareholders have sufficient time to respond.

Shareholders holding certificated shares must complete and return the acceptance form as per paragraph 11.1 of Part 1 of the offer document. Those with uncertificated shares in the CREST system should follow procedures in paragraph 11.2. Shareholders yet to accept are encouraged to do so promptly ahead of the deadline. Assistance is available through the offer document’s detailed instructions.

Regulatory Compliance and Takeover Code Adherence

The offer complies with Rule 9 of the Takeover Code, which governs mandatory offers triggered by acquisitions exceeding 30% ownership. Rule 17 requires regular updates on acceptance levels during the offer period; this Day 16 update fulfills that obligation. Canaccord Genuity Limited acts as financial adviser to Bidco and is regulated by the UK Financial Conduct Authority.

The regulatory framework ensures fair treatment and transparency for all shareholders. The announcement was prepared under English law, the Takeover Code, Market Abuse Regulation, and Disclosure Guidance and Transparency Rules. It is not a prospectus. Financial statements in the offer document comply with International Financial Reporting Standards as adopted by the EU. The announcement also includes disclosures relevant to US shareholders and securities law considerations, reflecting IDH’s global shareholder composition.

Access to Information and Shareholder Support

In line with Rule 26.1 of the Takeover Code, the announcement and related documents are available on IDH’s website at https://idhcorp.com/offer-announcement/ and Bidco’s website at www.henaholdingsmandatoryoffer.com, published by 12 noon London time on the next business day after the announcement. This ensures shareholders have ongoing access to offer materials.

Shareholders can request hard copies by contacting Receiving Agent MUFG Corporate Markets at 0371 664 0321 (UK) or +44 (0)371 664 0321 (overseas), Monday to Friday from 9.00 a.m. to 5.30 p.m. excluding English and Welsh public holidays. Requests can also be mailed to MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, UK. MUFG Corporate Markets does not provide financial, legal, or tax advice. Shareholders are informed that personal data provided may be shared with Bidco during the offer period as required by the Takeover Code.

Jurisdictional Restrictions and Overseas Shareholder Guidance

The offer is not for release or distribution in any jurisdiction where prohibited by law. Persons outside the UK must comply with local regulations and seek professional advice before acting. The announcement specifically addresses US shareholders, noting the offer is a contractual takeover under English law and the Takeover Code, made pursuant to Section 14(e) and Regulation 14E of the US Exchange Act. US shareholders are advised that payment and settlement procedures differ from US norms and that receiving cash consideration is likely a taxable event for US federal and other tax purposes. Independent tax advice is recommended.

About Integrated Diagnostics Holdings and Hena Holdings

Integrated Diagnostics Holdings plc is an international diagnostic services provider. The company’s CEO, Dr Hend El Sherbini, is one of two principals of Hena Holdings Ltd., the bidder making this mandatory offer, alongside her mother, Dr Moamena Abdul Wahab Kamel. This insider ownership structure means the offer is made by an entity controlled by IDH’s current CEO and her mother.

The announcement does not provide detailed operational or financial metrics. It focuses on offer mechanics and regulatory disclosures. Shareholders seeking further business or financial information are directed to the full offer document and IDH’s website. The immediate market impact of the acceptance update was not disclosed.

Dealing and Disclosure Obligations Under the Takeover Code

The announcement outlines requirements for dealing disclosures per Rule 8.3 of the Takeover Code. Any person with a 1% or greater interest in IDH securities must submit an opening position disclosure by 3.30 p.m. London time on the 10th business day after the offer period starts. Those trading before this deadline must file dealing disclosures, with subsequent dealings also requiring prompt disclosure. Persons acting in concert are treated as a single entity for these purposes. IDH, Hena Holdings, and their concert parties must comply with these rules. Further information and disclosure tables are available at www.thetakeoverpanel.org.uk. Questions can be directed to the Takeover Panel’s Market Surveillance Unit at +44 (0)20 7638 0129.