TR-1: Standard form for notification of major holdings
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: |
Integrated Diagnostic Holdings Plc |
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
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Non-UK issuer |
X |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
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An acquisition or disposal of voting rights |
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An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: Intra-group reorganisation |
X |
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3. Details of person subject to the notification obligationiv See Section 9 |
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Name |
Actis LLP |
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City and country of registered office (if applicable) |
London, United Kingdom |
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4. Full name of shareholder(s) (if different from 3.)v |
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Name |
Actis IDH B.V. (outgoing shareholder) |
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City and country of registered office (if applicable) |
Amsterdam, The Netherlands |
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Name |
Actis IDH Limited (incoming shareholder) |
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City and country of registered office (if applicable) |
St Peter Port, Guernsey |
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5. Date on which the threshold was crossed or reachedvi: |
06/12/2019 |
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6. Date on which issuer notified (DD/MM/YYYY): |
06/12/2019 |
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7. Total positions of person(s) subject to the notification obligation |
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% of voting rights attached to shares (total of 8. A) |
% of voting rights through financial instruments |
Total of both in % (8.A + 8.B) |
Total number of voting rights of issuervii |
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Resulting situation on the date on which threshold was crossed or reached |
21.00% |
0.00% |
21.00% |
150,000,000 |
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Position of previous notification (if applicable) |
21.00% |
0.00% |
21.00% |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rightsix |
% of voting rights |
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Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
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ISIN: JE00BV9H9G76 |
31,500,000 |
0 |
21.00% |
0.00% |
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SUBTOTAL 8. A |
31,500,000 |
21.00% |
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
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N/A |
N/A |
N/A |
N/A |
N/A |
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SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
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N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
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SUBTOTAL 8.B.2 |
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
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Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii |
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Full chain of controlled undertakings through which the voting rights and/or the |
X |
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Namexv |
% of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
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Actis LLP |
21.00% |
0 |
21.00% |
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Actis GP LLP (as general partner of Actis Global 4 LP) |
8.32% |
0 |
8.32% |
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Actis Global 4 LP |
8.32% |
0 |
8.32% |
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Actis 4 PCC - Cell Mauritius IDH |
21.00% |
0 |
21.00% |
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B.V. Actis IDH Holding S.A.R.L (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH B.V. (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH Limited (incoming as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis LLP |
21.00% |
0 |
21.00% |
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Actis GP LLP (as general partner of Actis Global 4 A LP) |
2.67% |
0 |
2.67% |
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Actis Global 4 A LP |
2.67% |
0 |
2.67% |
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Actis 4 PCC - Cell Mauritius IDH |
21.00% |
0 |
21.00% |
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B.V. Actis IDH Holding S.A.R.L (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH B.V. (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH Limited (incoming as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis LLP |
21.00% |
0 |
21.00% |
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Actis GP LLP (as general partner of Actis Global 4 C LP) |
0.83% |
0 |
0.83% |
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Actis Global 4 C LP |
0.83% |
0 |
0.83% |
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Actis 4 PCC - Cell Mauritius IDH |
21.00% |
0 |
21.00% |
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B.V. Actis IDH Holding S.A.R.L (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH B.V. (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH Limited (incoming as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis LLP |
21.00% |
0 |
21.00% |
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Actis GP LLP (as general partner of Actis Africa 4 LP) |
4.54% |
0 |
4.54% |
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Actis Africa 4 LP |
4.54% |
0 |
4.54% |
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Actis 4 PCC - Cell Mauritius IDH |
21.00% |
0 |
21.00% |
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B.V. Actis IDH Holding S.A.R.L (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH B.V. (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH Limited (incoming as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis LLP |
21.00% |
0 |
21.00% |
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Actis GP LLP (as general partner of Actis Africa 4 A LP) |
3.83% |
0 |
3.83% |
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Actis Africa 4 A LP |
3.83% |
0 |
3.83% |
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Actis 4 PCC - Cell Mauritius IDH |
21.00% |
0 |
21.00% |
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B.V. Actis IDH Holding S.A.R.L (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH B.V. (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH Limited (incoming as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis LLP |
21.00% |
0 |
21.00% |
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Actis Guernsey GP Limited (as general partner of Actis 4 Co-Investment Scheme LP) |
0.81% |
0 |
0.81% |
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Actis 4 Co-Investment Scheme LP |
0.81% |
0 |
0.81% |
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Actis 4 PCC - Cell Mauritius IDH |
21.00% |
0 |
21.00% |
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B.V. Actis IDH Holding S.A.R.L (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH B.V. (outgoing as part of reorganisation) |
21.00% |
0 |
21.00% |
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Actis IDH Limited (incoming as part of reorganisation) |
21.00% |
0 |
21.00% |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
N/A |
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The number and % of voting rights held |
N/A |
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The date until which the voting rights will be held |
N/A |
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11. Additional informationxvi |
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As announced on 31 December 2018 by Integrated Diagnostics Holdings plc, Actis IDH B.V., a holding company ultimately controlled by Actis GP LLP in its capacity as the General Partner of each of the limited partnerships comprising Actis Global 4 and Actis Africa 4, and which holds a 21% shareholding in the Integrated Diagnostics Holdings plc, has transferred its entire shareholding in Integrated Diagnostics Holdings plc to its affiliate, Actis IDH Limited, as result of an intra-group reorganisation. Actis IDH Limited is also ultimately controlled by Actis GP LLP. |
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Place of completion |
Jersey |
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Date of completion |
06/12/2019 |