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Explainers Egypt, United Kingdom

IDH Takeover: How the El Sherbinis' Mandatory Offer Works

Dr Hend El Sherbini and her mother have taken majority control of Integrated Diagnostics Holdings (IDH), the Egyptian diagnostics group listed in London. On 15 October 2026, Hena Holdings, a company wholly owned by Dr El Sherbini, IDH’s chief executive, and her mother, Dr Moamena Abdul Wahab Kamel, bought another 15,580,812 IDH shares in London at 50 cents each, about $7.8 million. It is the latest step in a move that began in June, when the family bought a 21.67% block from a fund-controlled vehicle, crossed 30%, and was obliged to offer to buy out every other shareholder.

The family now holds a clear majority of a London-listed diagnostics group with 839 branches. The story shows how a founding family buys back control from financial investors, and which rules apply at 30%, 50%, 75% and 90%.

From one laboratory to a London listing

According to the offer announcement, the business began as MK Lab, founded by Dr Kamel in 1979 and later renamed Al Mokhtabar. IDH, a holding company set up by the private equity firm Abraaj in 2008, acquired Al Mokhtabar in 2012, and El Sherbini became IDH’s chief executive that year. Another private equity firm, Actis, invested $113 million in December 2014, according to its website, and IDH, a Jersey company, listed in London in 2015. Its first-half 2026 revenue rose 37% to EGP 4.86 billion.

The fund’s stake changed hands before the family stepped in. In November 2025, Hedgeweek reported that the US investment firm Elliott had agreed to buy Actis’s entire 21.67% holding. By June 2026 the seller, still called Actis IDH Limited, was controlled by funds managed by Elliott, the offer announcement says.

The June deal and the 30% line

Before June, Hena held 27.94% of IDH. On 23 June it bought 126 million shares from Actis IDH at 50 cents each, $63 million in total, and its stake rose to 49.62%.

That crossed the line in Rule 9 of the UK Takeover Code. A mandatory offer is a bid the rules force on a buyer: anyone who, alone or with others acting together, reaches 30% of a company’s votes must offer to buy all the other shares. The idea is that 30% usually brings effective control, so other shareholders should get a chance to leave. The offer must be in cash (or include a cash alternative), at no less than the highest price the buyer paid in the previous 12 months, and normally has one condition: the buyer must end up with more than 50% of the votes.

So Hena offered 50 cents a share for the rest, valuing IDH at about $290.7 million.

Why the board said no, and the family still won

A mandatory offer guarantees an exit, not a premium. IDH shares had closed at 56.3 cents the day before, so the offer was about 11.2% lower. IDH’s independent directors unanimously recommended rejecting it, saying the price lacked an appropriate control premium.

By 28 July acceptances had taken Hena past 50%; the offer was declared unconditional on 29 July. It closed on 12 August with acceptances of 7.05% of the shares, leaving Hena with 56.67%.

Above 50%, further purchases no longer trigger a new offer, which is why Hena could simply buy on the market on 15 October. The notice did not give its new total. Billionaires.Africa estimated about 59%. By our own arithmetic, assuming no other trades and an unchanged 581,326,272 shares in issue, Hena now holds about 345 million shares, or 59.4%.

How Hena paid: family money and an RMBV loan

The Elliott block was paid with $43 million of the two owners’ own money and $20 million drawn from a loan of up to $60 million from RMBV, a private equity firm. To cover full acceptance, the offer documents allowed up to $107 million more in family equity and $40 million more in loans. At 50 cents a share, the three steps add up to about $91 million for roughly 31 percentage points. The equity and debt split of the later purchases is not disclosed.

Compare two recent cases: the Westons agreed to buy Boots from a private equity owner, and at Oryx a founder is selling to his managers. At IDH the managers are the founding family, and the Takeover Code shaped every step.

50%, 75%, 90%: what each line does

  • Above 50%: majority control. The holder can usually decide ordinary shareholder votes, such as appointing directors, and can buy more without another mandatory offer.
  • 75%: Hena’s line for leaving London. If it gets there, it intends to have IDH apply to cancel its London listing, effective no earlier than 20 business days later. Below 75%, it says it will not seek a delisting and will keep independent directors.
  • 90%: squeeze-out. Under Jersey law, a bidder whose offer is accepted for 90% of the shares it covers can buy the rest compulsorily; Hena’s offer fell far short.

For companies in London’s main commercial category, cancelling a listing needs approval by 75% of votes cast, unless a bidder reaches 75% through a takeover. IDH, however, sits in the “equity shares (transition)” category, where UK Listing Rule 21.2.17R requires only 20 business days’ notice and no shareholder vote. So for IDH, 75% is Hena’s own public commitment, matching the stricter rule, not a requirement of its listing.

A fair caveat

The 59.4% figure is our calculation, not a disclosed number. Hena has not said how much more it will buy, and IDH remains listed, with minority shareholders. The board says Egypt brings in about 85% of revenue, so the family is concentrating its wealth in one business and largely one currency.

Five lessons to take away

  1. Thresholds change rights and duties. Each line changes what an owner can do and must do.
  2. A mandatory offer is a duty, not a bargain. It gives minorities an exit, but the price can be below the market.
  3. Check the listing category. The same 75% is a legal rule in one category and a voluntary promise in another.
  4. Buying back control is a sequence. The family bought a block, made the forced offer, then kept buying on the market.
  5. Family equity can carry the first step. In the June purchase, the owners’ own money paid about two thirds of the price.

Questions to bring to your advisors

If our family holds a large stake in a listed company, how close are we to 30%, and what would crossing it oblige us to do? Which listing category is the company in, and what would it take to leave the market? To buy out a fund partner, how much could we pay from our own money? These are questions to bring to your advisors, not advice.

Sources: Hena Holdings Ltd, announcement of a mandatory final cash offer for Integrated Diagnostics Holdings (23 June 2026), publication of the offer document (8 July 2026), offer unconditional (29 July 2026) and acceptance level updates (30 July, 6 August and 13 August 2026); Integrated Diagnostics Holdings, statement on the offer (23 June 2026), Director/PDMR shareholding notices (23 June, 4 August, 17 August and 15 October 2026) and half-year report (11 September 2026); FCA Handbook, UK Listing Rules UKLR 21.2, Cancelling listing; LexisNexis, glossary entry on the Rule 9 mandatory offer; Actis, portfolio page on IDH; Hedgeweek (17 November 2025); Shoosmiths, on advising IDH's independent directors (13 July 2026); Bedell Cristin, briefing on Jersey law (Article 117 compulsory acquisition); AJ Bell (2026); Enterprise (2026); Perivan (2026); Billionaires.Africa (2026). The 59.4% stake is our own calculation from these announcements. Figures are approximate and may change. This material is for educational purposes only and is not tax, legal or investment advice.

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