TIDMIDH

RNS Number : 8705D

Immunodiagnostic Systems Hldgs PLC

01 July 2021

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

FOR IMMEDIATE RELEASE

1 JULY 2021

RECOMMED CASH OFFER

for

IMMUNODIAGNOSTIC SYSTEMS HOLDINGS PLC ("IDS")

by

PERKINELMER (UK) HOLDINGS LTD ("PerkinElmer UK")

a wholly-owned subsidiary of PerkinElmer, Inc. ("PerkinElmer")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

On 17 May 2021, the boards of IDS and PerkinElmer UK, a wholly-owned subsidiary of PerkinElmer, announced that they had reached agreement on the terms of a recommended cash offer by PerkinElmer UK for the entire issued and to be issued ordinary share capital of IDS (Acquisition). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (Scheme). A circular in relation to the Acquisition was published by IDS on 3 June 2021 (Scheme Document).

The board of IDS is pleased to announce that at the Court Meeting and the General Meeting, each convened in relation to the proposed Scheme and held earlier today:

-- a majority in number of the Scheme Shareholders who voted and were entitled to vote (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders who voted, voted in favour of the resolution to approve the Scheme at the Court Meeting; and

-- the requisite majority of IDS Shareholders voted to pass the special resolution at the General Meeting to approve the implementation of the Scheme, including the adoption of the amended IDS articles of association,

and accordingly the Scheme was approved.

Capitalised terms in this Announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document and all references to times in this Announcement are to London time unless otherwise stated.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting at Parts VIII and IX (respectively) of the Scheme Document, which is available on PerkinElmer's website at www.perkinelmer.com/corporate/investors/important-disclaimer/index.html and IDS's website at www.idsplc.com/investorrelations/ .

The total number of IDS Shares in issue at the Voting Record Time was 29,411,175, of which 627,078 IDS Shares were held by IDS in treasury (and are not therefore voting shares). Consequently, the total voting rights in IDS at the Voting Record Time were 28,784,097. Scheme Shareholders wer e entitled to one vote per Scheme Share held at the Voting Record Time at the Court Meeting and IDS Shareholders were entitled to one vote per IDS Share held at the Voting Record Time at the General Meeting.

The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below and this Announcement will be posted on IDS's website at www.idsplc.com/investorrelations/ .

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy or via the Virtual Meeting Platform), representing 99.92 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:

 
            Number of        % of Scheme     Number of              % of Scheme     Number of 
             Scheme Shares    Shares voted    Scheme Shareholders    Shareholders    Scheme Shares 
             voted                            who voted              who voted       voted as 
                                                                                     a % of the 
                                                                                     issued share 
                                                                                     capital 
                                                                                     entitled 
                                                                                     to vote 
                                                                                     on the Scheme 
 For            20,275,490           99.92                     43           89.58            70.44 
           ---------------  --------------  ---------------------  --------------  --------------- 
 Against            15,678            0.08                      5           10.42             0.05 
           ---------------  --------------  ---------------------  --------------  --------------- 
 Total          20,291,168                                     48                            70.49 
           ---------------  --------------  ---------------------  --------------  --------------- 
 

Voting results of the General Meeting

At the General Meeting, the special resolution to authorise the implementation of the Scheme, including the adoption of the amended IDS's articles of association, was duly passed on a poll vote. The results are detailed as follows:

 
                        Number of IDS Shares                % of IDS Shares voted*             Number of IDS Shares 
                        voted                                                                  voted as a % of the 
                                                                                               issued ordinary share 
                                                                                               capital entitled to 
                                                                                               vote 
 For**                               20,264,293                              99.92                               70.40 
             ----------------------------------  ---------------------------------  ---------------------------------- 
 Against                                 16,415                               0.08                                0.06 
             ----------------------------------  ---------------------------------  ---------------------------------- 
 Withheld*                                2,072                                  0                                   0 
             ----------------------------------  ---------------------------------  ---------------------------------- 
 Total                               20,280,708                                                                  70.46 
             ----------------------------------  ---------------------------------  ---------------------------------- 
 

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the special resolution.

** Includes discretionary votes.

Please note that certain of the percentages set out in the tables above have been rounded. As a result of such rounding, the totals of percentages presented in these totals may vary slightly from the actual arithmetical totals of such percentages.

Next Steps

The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III of the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing (which is expected to be held on 8 July 2021) and the delivery of a copy of the Court Order to the Registrar of Companies.

It is intended that on the Effective Date, share certificates in respect of Scheme Shares will cease to be valid and entitlements to IDS Shares held within the CREST system will be cancelled.

The expected timetable for implementation of the Scheme is:

 
 Event(1)                                        Time and/or date (2021) 
 Sanction Hearing                                                 8 July 
 Last day of dealings in, and for registration                    9 July 
  of transfers of, and disablement in CREST 
  of, IDS Shares 
 Scheme Record Time and Date                         6:00 p.m. on 9 July 
 Dealings in IDS Shares suspended                   7:30 a.m. on 12 July 
 Effective Date of the Scheme                                    12 July 
 Cancellation of admission of IDS Shares            7:00 a.m. on 13 July 
  to trading on the AIM Market 
 Latest date for despatch of cheques and           Within 14 days of the 
  crediting of CREST for Cash Consideration               Effective Date 
  due under the Scheme 
 Long Stop Date                                          30 September(2) 
 

(1) These dates and times are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies.

(2) This is the latest date by which the Scheme may become Effective unless PerkinElmer UK and IDS agree (and the Panel and, if required, the Court permit) a later date.

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to IDS Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on PerkinElmer 's website at www.perkinelmer.com/corporate/investors/important-disclaimer/index.html and IDS's website at www.idsplc.com/investorrelations/ .

Enquiries:

 
 PerkinElmer/PerkinElmer UK 
 Bryan Kipp                                                                        Tel: +1 781 663 5583 
 Fara Goldberg                                                                     Tel: +1 781 663 5699 
 
 Perella Weinberg Partners (Financial adviser to PerkinElmer UK and PerkinElmer) 
 Chris O'Connor                                                                      Tel: +1 212 287 3200 
 Matthew Smith                                                                     Tel: +44 (0) 20 7268 2800 
 Adnan Choudhury 
 
 IDS 
 Jaap Stuut                                                                        Tel: +44 (0) 191 519 6111 
 Paul Martin 
 
 Peel Hunt (Financial adviser, nominated adviser and broker to IDS) 
 James Steel                                                                       Tel: +44 (0) 20 7418 8900 
  Miles Cox 
  Oliver Jackson 
 
 

Hogan Lovells International LLP is providing legal advice to PerkinElmer UK and PerkinElmer. Addleshaw Goddard LLP is providing legal advice to IDS .

Important notices relating to financial advisers

Perella Weinberg UK Limited ("Perella Weinberg Partners"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to PerkinElmer UK and PerkinElmer in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than PerkinElmer UK and PerkinElmer for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this Announcement. Neither Perella Weinberg Partners nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Perella Weinberg Partners in connection with this Announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser, nominated adviser and broker to IDS and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than IDS for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this Announcement. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this Announcement, any statement contained herein or otherwise .

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition is made solely through the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. IDS Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document) because it contains important information in relation to the Acquisition.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

This Announcement does not constitute a prospectus or prospectus exempted document.

Overseas shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Scheme Shares in respect of the Scheme at the Court Meeting or in respect of the Resolutions to be proposed at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither this Announcement nor the Scheme Document and any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Announcement, the Scheme Document and the accompanying Forms of Proxy have been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the Code, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Unless otherwise determined by PerkinElmer UK or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of the Acquisition to IDS Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to IDS Shareholders in overseas jurisdictions are contained in the Scheme Document.

The Acquisition is subject to English law and the applicable requirements of the Court, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

Notice to US investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. Furthermore, the payment and settlement procedure with respect to the Acquisition will comply with the relevant rules under the Code, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

However, if PerkinElmer UK were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a Takeover Offer would be made in the United States in compliance with US law and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

In accordance with normal United Kingdom practice, PerkinElmer, PerkinElmer UK or their nominees or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of IDS outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn, in compliance with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to the Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com .

The receipt of consideration by a US holder for the transfer of its IDS Shares pursuant to the Acquisition will likely be a taxable transaction for United States federal income tax purposes. Each US holder of IDS Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to such holder, including under applicable United States state and local tax laws, as well as overseas and other tax laws that may be applicable.

Some or all of IDS's officers and directors reside outside the US, and some or all of its assets are or may be located in jurisdictions outside the US. Therefore, investors may have difficulty effecting service of process within the US upon those persons or recovering against IDS or its officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. It may not be possible to sue IDS or its officers or directors in a non-US court for violations of the US securities laws.

Neither the SEC nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete.

Financial information relating to IDS included in this Announcement and the Scheme Document has been prepared in accordance with IFRS and may not therefore be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Forward-looking statements

This Announcement may contain statements about the PerkinElmer Group and the IDS Group which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this Announcement may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the PerkinElmer Group's or the IDS Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on the PerkinElmer Group's or the IDS Group's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the PerkinElmer Group or the IDS Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the PerkinElmer Group or the IDS Group, refer to the annual report and accounts of the PerkinElmer Group for the financial year ended 3 January 2021 and of the IDS Group for the financial year ended 31 March 2020, respectively. Each of the PerkinElmer Group and the IDS Group, and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.

No member of the PerkinElmer Group, nor the IDS Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.

Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of the PerkinElmer Group or the IDS Group. All subsequent oral or written forward-looking statements attributable to any member of the PerkinElmer Group or the IDS Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for IDS or PerkinElmer for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for IDS or PerkinElmer.

Publication on a website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on IDS's website at https://www.idsplc.com/investorrelations/ and on PerkinElmer's website at https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Acquisition should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent to you unless you have previously notified IDS's registrar, Computershare Investor Services PLC, that you wished to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this Announcement from IDS please contact IDS' registrars, Computershare Investor Services, on 0370 707 1065 (from within the UK) or on +44 (0)370 707 1065 (from outside the UK), or by writing to Computershare at at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare is open between 08:30 and 17:30, Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Information relating to IDS Shareholders

Please be aware that addresses, electronic addresses and certain information provided by IDS Shareholders, persons with information rights and other relevant persons for the receipt of communications from IDS may be provided to PerkinElmer UK during the offer period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, IDS confirms that, as at 6pm on 29 June 2021, it had 28,784,097 ordinary shares of 2 pence each in issue and admitted to trading on AIM (excluding 627,078 IDS Shares in treasury). The International Securities Identification Number for IDS Shares is GB00B01YZ052.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Time

All times shown in this Announcement are London times, unless otherwise stated.

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END

ROMFLFEIDIILIIL

(END) Dow Jones Newswires

July 01, 2021 06:53 ET (10:53 GMT)

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