IDH.L Regulatory News (IDH)

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 OF SUCH JURISDICTION

For immediate release

3 June 2021

RECOMMENDED CASH OFFER

for

IMMUNODIAGNOSTIC SYSTEMS HOLDINGS PLC ("IDS")

by

PERKINELMER (UK) HOLDINGS LIMITED ("PerkinElmer UK")

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

to be effected

by way of a scheme of arrangement under Part 26 of the Companies Act 2006

Publication of the Scheme Document

On 17 May 2021, the boards of IDS and PerkinElmer announced that they had reached agreement on the terms of a recommended cash acquisition whereby the entire issued and to be issued share capital of IDS will be acquired by PerkinElmer UK (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

IDS is pleased to announce that a circular in relation to the Scheme (the "Scheme Document"), containing, among other things, a letter from the Chairman of IDS, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the action to be taken by IDS Shareholders along with Forms of Proxy for the Court Meeting and General Meeting have been posted to IDS Shareholders and, for information only, to persons with information rights and to holders of options or awards under the IDS Share Plans. The Scheme Document will be published shortly on IDS's website at https://www.idsplc.com/investorrelations/. 

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. All references in this Announcement to times are to London time unless otherwise stated.

Notices of the Court Meeting and General Meeting and action required

As detailed further in the Scheme Document, in order to become Effective, the Scheme requires, among other things, the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting at the Court Meeting (or any adjournment of the Court Meeting) and the passing of the special resolution necessary to implement the Scheme at the General Meeting by the requisite majority of IDS Shareholders at the General Meeting. Following the Court Meeting and the General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court.

Notices of the Court Meeting and the General Meeting of IDS, each of which will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 1 July 2021 ("AG's Office") (subject to the Company being able to ensure compliance with UK governmental COVID-19 related restrictions and guidance applicable at the time of the Meetings), are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. on that date and the General Meeting will start at 10.15 a.m. on that date (or as soon thereafter as the Court Meeting is concluded or adjourned).

Scheme Shareholders, their proxies and corporate representatives will be permitted to attend the Court Meeting either at AG's Office (subject to compliance with COVID-19 related restrictions and guidance) or access and follow the business of (and vote at) the Court Meeting remotely via the Virtual Meeting Platform. IDS Shareholders will be able to follow the business of the General Meeting (but not vote) via the Virtual Meeting Platform. Accordingly, the only means by which IDS Shareholders can vote on the business of the General Meeting is in person, or by appointing the Chair of the General Meeting as proxy or by appointing another person as a proxy or (if applicable) corporate representative to attend the General Meeting in person, at AG's Office, on their behalf. Further details of the Virtual Meeting Platform are set out in the Scheme Document and the Virtual Meeting Guide, which are available on IDS's website at https://www.idsplc.com/investorrelations/. 

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not Scheme Shareholders intend to attend and/or vote at the Court Meeting in person or virtually, they are therefore strongly advised to sign and return their blue Form of Proxy (by post or email) or transmit a proxy appointment and voting instruction (online or through CREST) for the Court Meeting as soon as possible. In respect of the Court Meeting only, Scheme Shareholders (and their duly appointed proxies and, if applicable, corporate representatives) will also be permitted to submit written questions, raise any objections and vote at the Court Meeting, remotely via the Virtual Meeting Platform. However, IDS Shareholders (and their duly appointed proxies and, if applicable, corporate representatives) will not be permitted to vote remotely at the General Meeting via the Virtual Meeting Platform (due to the constraints of IDS's articles of association), even if they are following the business of the General Meeting remotely via the Virtual Meeting Platform. Scheme Shareholders and IDS Shareholders are also strongly encouraged, in respect of both Meetings, to appoint "the Chair of the meeting" as their proxy. If any other person is appointed as proxy, he or she will be permitted to attend and vote at the Court Meeting or the General Meeting in person, at AG's Office, but subject always to the limitations described above.

The IDS Directors, who have been so advised by Peel Hunt LLP as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Peel Hunt is providing independent financial advice to the IDS Directors for the purposes of Rule 3 of the Code. In providing its advice to the IDS Directors, Peel Hunt has taken into account the commercial assessments of the IDS Directors.

Accordingly, the IDS Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting, and that IDS Shareholders vote in favour of the Resolution relating to the Acquisition to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of such Takeover Offer), as the IDS Directors have irrevocably undertaken to do in respect of their own beneficial holdings (or to procure to be done, in respect of the holdings of certain persons connected with them) of 136,633 IDS Shares (representing, in aggregate, approximately 0.47 per cent. of the IDS Shares in issue on the Last Practicable Date).

IDS Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Cancellation

It is currently intended that shortly before the Effective Date, an application will be made to the London Stock Exchange for the admission of the IDS Shares to trading on AIM to be cancelled at 7:00 a.m. on 13 July 2021, the business day following the Effective Date. It is expected that the last day of dealings in, and for registration of transfers of, IDS Shares shall be 9 July 2021 and no transfers of IDS Shares will be registered after this date, save for any transfer required in respect of the Acquisition. It is also expected that all dealings in IDS Shares will be suspended at 7:30 a.m. on 12 July 2021.

On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid. In addition, entitlements to Scheme Shares held within the CREST system will be cancelled on the Effective Date.

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this Announcement. Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting, the requisite majority of eligible IDS Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become Effective on 12 July 2021. If any of the key dates set out in the timetable change, IDS will give notice of this change by issuing an announcement through a Regulatory Information Service.

Information for IDS Shareholders and helpline

If you have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or to submit your proxies electronically, please call the IDS shareholder helpline on 0370 707 1065 (from within the UK) or on +44 (0)370 707 1065 (from outside the UK), or otherwise contact the Company's registrars, Computershare, at The Pavilions, Bridgwater Road, Bristol, BS99 8AE. 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 8:30 a.m. and 5:30 p.m., 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.

Preliminary year end results

The timetable set out in this Announcement and in the Scheme Document indicates that dealings in IDS Shares are expected to be suspended on 12 July, with cancellation of admission of the IDS Shares to trading on the AIM market expected to occur the following day at 7:00 am on 13 July. The IDS Board has determined that, in light of the expected timetable for completing the Acquisition, and assuming the Acquisition becomes Effective within the expected timetable proposed, it does not currently propose to produce the Company's preliminary results for the Company's financial year ended 31 March 2021. The Company's trading update for the year to 31 March 2021 was published on 16 April 2021.

Enquiries:

PerkinElmer/PerkinElmer UK

Perella Weinberg Partners (Financial adviser to PerkinElmer UK and PerkinElmer)

IDS

Peel Hunt (Financial adviser, nominated adviser and broker to IDS)

Peel Hunt LLP is providing independent advice to IDS pursuant to Rule 3 of the Code. Hogan Lovells International LLP is providing legal advice to PerkinElmer UK and PerkinElmer. Addleshaw Goddard LLP is providing legal advice to IDS.

Important notices

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 any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. IDS Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched. Each IDS Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of 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 does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such 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 document 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, this document will not be made available, directly or indirectly, in or 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 use of the mails of, or by any other means or instrumentality of, or from within, a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the

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

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. The 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 requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

PerkinElmer UK reserves the right, subject to the prior consent of the Panel and in accordance with the Co-operation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of IDS, as an alternative to the Scheme. If PerkinElmer UK were to elect to implement the Acquisition by means of a Takeover Offer, it would be made in compliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of IDS Shares to enforce their rights and any claim arising out of the US federal securities laws, since IDS is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction and a substantial part of the assets of IDS are located outside of the US. US holders of IDS Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The information contained in this Announcement and the Scheme Document has neither been approved nor disapproved by the SEC or any US state securities commission. Neither the SEC, nor any state securities commission, has passed upon the fairness or merits of the Acquisition described in, nor upon the accuracy or adequacy of the information contained in, this Announcement or the Scheme Document. Any representation to the contrary is a criminal offence in the United States.

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.

Right to switch to a Takeover Offer

PerkinElmer UK reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of IDS as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if PerkinElmer UK so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.

Rule 2.9 disclosures

In accordance with Rule 2.9 of the Code, as at close of business on the Last Practicable Date, there were 28,784,097 IDS Shares in issue and admitted to trading on AIM (excluding IDS Shares in treasury). The number of IDS Shares held in treasury is 627,078 as at the date hereof. The International Securities Identification Number for the IDS Shares is GB00B01YZ052. 

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on PerkinElmer's website at https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html and on IDS's website at https://www.idsplc.com/investorrelations/, by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents 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.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting IDS' registrars, Computershare Investor Services PLC, during business hours on +44 (0)370 707 1065 or at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

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 1 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 Rule8.3(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 1 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, 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 Takeover 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 Takeover 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.

Appendix

Expected Timetable of Principal Events

Notes:

(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not less than 48 hours before the time appointed for the Court Meeting. A copy of a completed and signed BLUE Form of Proxy not so lodged may be emailed to externalproxyqueries@computershare.co.uk at any time before the time that the Court Meeting is due to commence (or handed in person to the Chair of the Court Meeting, before the meeting commences) and will still be valid.

(2) WHITE Forms of Proxy for the General Meeting must be lodged not less than 48 hours before the time appointed for the General Meeting. WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the date falling two days before the date of the adjourned Meeting.

(4) To commence at 10:15 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5) 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.

(6) 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.

All references in this document to times are to London time unless otherwise stated.

The dates and times given are indicative only and are based on IDS' and PerkinElmer UK's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change (a) 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 https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html and IDS' website at https://www.idsplc.com/investorrelations/ and (b) if required by the Panel, IDS will send notice of the change(s) to IDS Shareholders and other persons with information rights and, for information only, to the holders of options or awards under the IDS Share Plans. IDS Shareholders overseas should refer to paragraph 14 of Part II of the Scheme Document, which contains important information relevant to such holders.