IDHC Integrated Diagnostics Holdings Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

IDH proposing to delist its shares from the Egyptian Exchange

IDH is proposing to delist its shares from the EGX in light of continuing low liquidity and trading volumes on the EGX, whilst maintaining its existing standard listing on the LSE.

16 May 2024

1.         Proposed EGX Delisting 

(Cairo and London) - Integrated Diagnostics Holdings plc ("IDH", the "Company" or  the "Group"), a leading consumer healthcare company with operations in Egypt, Jordan, Sudan, Nigeria and Saudi Arabia, today announces that the directors of the Company (the "Board" or the "Directors") have decided to proceed with a proposed voluntary delisting of the Company's ordinary shares (the "Shares") from the Egyptian Exchange (the "EGX") (the "EGX Delisting").

Consistent with Egyptian regulations and practice for Egyptian-incorporated companies seeking to delist from the EGX, the EGX Delisting is subject to certain conditions. These include, among others, that the Company obtain approval from the holders of its Shares ("Shareholders"), as well as the EGX, for the EGX Delisting. As noted below, the Company expects to publish later this month a shareholder circular (the "Circular") convening an extraordinary general meeting of the Company's Shareholders (the "EGM") to consider and, if thought fit, approve the EGX Delisting and certain related matters. The Circular will also contain further details of the EGX Delisting.

Commenting on the decision to proceed with the EGX Delisting, CEO Dr. Hend El Sherbini said: "At the time of putting in place the EGX listing in May 2021, our intention had been to improve the liquidity in the Company's shares and drive up trading volumes by offering Egypt-based investors an opportunity to capitalise on the Company's strong growth and prospects, and widen the Company's investor base across an enlarged pool of geographically diverse investors. Whilst the EGX Listing has helped the Company to increase its local visibility in the market where it generates the majority of its business, we have unfortunately seen continuing low liquidity and trading volumes of the Company's shares on the EGX and the absence of any investment potential in maintaining the listing on this secondary market. As such, the board has determined that it would be in the best interests of the Company and its shareholders generally to cancel the EGX listing and, accordingly, we will be seeking the approval of our shareholders to delist from the EGX".

The EGX Delisting will have no impact on the Company's day-to-day operations in Egypt, the Middle East and Africa where the Company remains committed to being a leading consumer healthcare company. The EGX Delisting will also not impact the Company's existing standard listing on the London Stock Exchange (the "LSE"), and the Company will remain fully committed to meeting the disclosure requirements of companies listed on the LSE. As noted below, Shareholders who currently hold their interests in the Company's Shares on the EGX (EGX ticker code IDH.CA and ISIN code EGS99021C015) will be able to transfer those interests to the LSE (LSE ticker code IDHC and ISIN code JE00BLKGSR75). Further details in this regard will be contained in the Circular when published.

2.         Transfer Suspension

In connection with the Company's listing on the EGX in 2021, a share transfer mechanism was established pursuant to which:

(i)         Shareholders who hold Shares traded on the LSE within the CREST settlement system ("LSE Shares") can move their LSE Shares across to the EGX to be held as EGX Shares (an "LSE to EGX Share Transfer"); and

(ii)        Shareholders who hold Shares traded on the EGX whereby such Shares are held by Misr for Central Clearing, Depository and Registry ("EGX Shares", and such Shareholders "EGX Shareholders") can move their EGX Shares across to the LSE to be held as LSE Shares (an "EGX to LSE Share Transfer"),

(the "Share Transfer Mechanism").

Details of the Share Transfer Mechanism can be found on the Company's website at https://investors.idhcorp.com/en/share-transfer-mechanism-and-documents.

In preparation for the EGX Delisting, the Company hereby suspends all LSE to EGX Share Transfers, and no further LSE to EGX Share Transfers will be processed with effect from 7:00 am (British Summer Time) on the date of this announcement (the "Transfer Suspension"). It should be noted that EGX to LSE Share Transfers will not be suspended and EGX Shareholders will continue to be able to move their EGX Shares across to the LSE to be held as LSE Shares.

The Transfer Suspension will be in force until the earlier of:

(a)        the date on which the EGX Delisting is completed, in which case the Share Transfer Mechanism will no longer be in operation;

(b)        in the event any of the Delisting Resolutions (as defined below) are not passed at the EGM, the conclusion of the EGM; and

(c)        in the event the EGX Delisting does not otherwise proceed, such other time and date as announced by the Company.

3.         Extraordinary General Meeting

The Company will be seeking certain approvals from Shareholders in respect of the EGX Delisting (the "Delisting Resolutions"), and in this regard the Company expects to publish later this month the Circular which will contain a notice convening the EGM to consider and, if thought fit, approve the EGX Delisting and the Delisting Resolutions. The Circular will also contain further details in relation to the EGX Delisting.

The Board believes the EGX Delisting is in the best interests of the Company and of Shareholders generally and will be unanimously recommending that Shareholders vote in favour of the Delisting Resolutions at the EGM.

4.         Certain Egyptian legal and regulatory matters

A summary of the resolutions passed by the Board in relation to the proposed EGX Delisting, along with a disclosure report containing various disclosures prescribed by certain applicable Egyptian legal and regulatory requirements (the "Disclosure Report"), is set out in the Appendix to this announcement.

5.         Delisting Share Buyback

As set out in the Disclosure Report, and consistent with Egyptian regulations and practice for Egyptian-incorporated companies seeking to delist from the EGX, all EGX Shareholders, as well as any creditor who has the benefit of a mortgage over any EGX Shares ("Mortgaged Creditors"), will have the ability to require the Company to acquire the EGX Shares held by them or mortgaged in favour of them (as the case may be) (the "Delisting Share Buyback").

Further details of the Delisting Share Buyback, including the relevant timeline and buyback period, and the actions an EGX Shareholder or Mortgaged Creditor needs to take to sell its EGX Shares (or EGX Shares mortgaged in favour of it), will be announced by the Company in due course.

6.         Advisers

Clifford Chance LLP (as to English law), Matouk Bassiouny & Hennawy (as to Egyptian law) and Ogier (Jersey) LLP (as to Jersey law) are acting as legal advisers to the Company.

7.         Market abuse regulation information

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 | tarek.yehia@idhcorp.com

Company Secretary

Company Matters

IDHLondon@linkgroup.co.uk

-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. Any decision or response in relation to the proposed EGX Delisting should made solely on the basis of the information to be contained in the Circular, as and when published.

This announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group'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 ''believe'', ''expects'', ''may'', ''will'', ''could'', ''should'', ''shall'', ''risk'', ''intends'', ''estimates'', ''targets'', ''aims'', ''plans'', ''predicts'', ''continues'', ''assumes'', ''positioned'' or ''anticipates'' or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. 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 the Group. Such forward-looking statements contained in this announcement speak only as of the date of this announcement. Save as required by applicable law, the Company expressly disclaims any obligation or undertaking to publicly revise any forward-looking statements in this announcement, whether following any change in its expectations or to reflect events or circumstances after the date of this announcement.

Appendix - Summary of Board Resolutions and Disclosure Report

Chairman:   Lord Anthony Tudor St. John

Secretary of the Board:   Company Matters