Statement re Mandatory Final Cash Offer
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The independent directors of IDH (LSE: IDHC), being all of the directors save for Dr. Hend El Sherbini and Sherif El Zeiny in light of their connection with Hena Holdings Ltd ("Hena") (the "Independent Directors"), note the announcement made at 10:15 a.m. today by Hena regarding its mandatory final cash offer, under Rule 9 of the UK's City Code on Takeovers and Mergers (the "Code"), for the ordinary shares of USD0.25 par value each in the capital of the Company ("Ordinary Shares") not already owned by Hena, at a price of USD0.50 per Ordinary Share (the "Offer Price") (the "Mandatory Offer").
Hena is a vehicle wholly owned by the Group's Chief Executive Officer, Dr. Hend El Sherbini and her mother, Dr. Moamena Abdul Wahab Kamel. The Mandatory Offer is being made as a result of the unconditional acquisition today by Hena of 126,000,000 Ordinary Shares, representing approximately 21.67 per cent. of IDH's issued ordinary share capital, from Actis IDH Limited, an entity which is controlled by funds managed by Elliott Investment Management L.P. at a price of USD0.50 per share. Following this purchase, Hena holds 288,445,383 Ordinary Shares, representing approximately 49.62 per cent. of the Company's existing issued ordinary share capital, thereby triggering the requirement under Rule 9 of the Code to make the Mandatory Offer.
The Independent Directors will now give due and careful consideration of the terms of the Mandatory Offer. As required by the Code, the Board will also be obtaining independent advice in respect of the Mandatory Offer from its financial adviser, Strand Hanson Limited, and will make the substance of such advice known to shareholders in due course. Accordingly, IDH shareholders are advised to take no action in respect of the Mandatory Offer at this time.
Following the announcement by Hena, the Company is now in an "offer period" as defined in the Code, and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code which are summarised below.
Board Change
In conjunction with the Mandatory Offer, the Board also notes that Richard Henry Phillips has stepped down from the Board with immediate effect. Mr Phillips was appointed to the Board as a representative of Actis IDH Limited (the "Seller"), an entity controlled by funds managed by Elliott Investment Management L.P. Since the Seller has disposed of its entire shareholding to Hena, it is appropriate he steps down. This announcement is made in accordance with UKLR 6.4.6R.
596/2014 (which applies in the United Kingdom by operation of the European Union (Withdrawal) Act 2018 (as amended)).
The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom and the availability of the Mandatory Offer to shareholders who are not resident in the United Kingdom may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of IDH who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
Rule 2.9 information
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