TIDMIDHC
RNS Number : 7972M
Integrated Diagnostic Holdings PLC
11 May 2015
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, 11 May 2015
INTEGRATED DIAGNOSTICS HOLDINGS PLC
ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE
Further to the announcement on the 6th of April 2015 regarding
the pricing of its initial public offering, Integrated Diagnostics
Holdings plc is pleased to announce that its entire issued share
capital of 150,000,000 ordinary shares has today been admitted to
the standard listing segment of the Official List of the UK Listing
Authority and to trading on London Stock Exchange's main market for
listed securities under the ticker symbol IDHC.
For further information, please contact:
IDH
Sherif El Ghamrawi +20 1 004478699
Joint Global Coordinators and Joint Bookrunners
+44 (0)20 7545
Deutsche Bank 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
+44 (0)20 7986
Citi 4000
Omar Iqtidar
Nishant Kanodia
Dejan Borisavljevic
Finsbury
+44 (0)20 7251
Rollo Head 3801
Philip Walters
Nicholas McDonagh +971 4 448 4282
Lukasz Gwozdz
-End-
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its completeness,
accuracy or fairness.
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 ("IDH" or the "Company") 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 are set out in the Prospectus. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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