ESCH Escher Grp

TIDMESCH

RNS Number : 1260J

Exeter Acquisition Limited

27 March 2018

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.

27 MARCH 2018

Recommended Cash Offer for

Escher Group Holdings plc ("Escher") by

Exeter Acquisition Limited ("Hanover BidCo")

(an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP)

OFFER UNCONDITIONAL

On 8 February 2018, the boards of Hanover BidCo and Escher announced the terms of Hanover BidCo's recommended cash offer for the entire issued and to be issued share capital of Escher. On 7 March 2018, Hanover BidCo and Escher announced that the Offer Document in relation to the Offer was being posted, together with the associated Form of Acceptance, to Escher Shareholders and, for information purposes only, to persons with information rights and participants in the Escher Share Scheme.

Offer Unconditional in All Respects

Hanover BidCo now announces that the Acceptance Condition, as set out in the Offer Document has been satisfied. Hanover Bidco also confirms that all the remaining conditions to the Offer have now either been satisfied or waived. Accordingly, Hanover BidCo is pleased to declare the Offer unconditional in all respects.

Extension of Offer and Action to be Taken

Hanover Bidco further announces that the Offer is being extended and will remain open for acceptance until further notice. At least 14 days' notice will be given if Hanover Bidco decides to close the Offer.

Escher Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

To Accept the Offer

Instructions on how to accept the Offer are contained in paragraph 10 of Part II of the Offer Document and the Form of Acceptance, copies of which have been posted to Escher Shareholders and are available at www.hanoverinvestors.com and www.eschergroup.com.

All Escher Shareholders are reminded that, whether they hold their Escher Shares in certificated form (i.e. not in CREST) or in uncertificated form (i.e. CREST), they must return a completed Form of Acceptance to Computershare Investor Services (Ireland) Limited, at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, D18 Y2X6, Ireland, in order to validly accept the Offer.

Level of Acceptances

As at 5.00 p.m. (Irish time) on 26 March 2018, being the last Business Day prior to the date of this announcement, Hanover BidCo had received valid acceptances in respect of a total of 10,496,058 Escher Shares, equivalent to 55.79 per cent. of the existing voting rights attached to the Escher Shares, which may be counted towards the satisfaction of the Acceptance Condition.

Of these acceptances, acceptances have been received in respect of:

- 4,803,114 Escher Shares held by Hanover ShareholderCo prior to commencement of the Offer period, equivalent to 25.53 per cent. of the existing voting rights attached to the Escher Shares; and

- 1,943,669 Escher Shares, equivalent to 10.33 per cent. of the existing voting rights attached to the Escher Shares, which were subject of irrevocable undertakings to accept or procure acceptance of the Offer received from Escher Shareholders.

Furthermore, Hanover BidCo has received irrevocable undertakings to accept or procure acceptance of the Offer in respect of 1,790,320 Escher Shares, equivalent to 9.52 per cent. of the existing voting rights attached to the Escher Shares, from Escher Directors holding Escher Shares which are not included in the figures set out above. As at 5.00 p.m. (Irish time) on 26 March 2018, although TTE Instructions had been made in respect of these Escher Shares, a signed corresponding Form of Acceptance had not been received in respect of these Escher Shares. A signed Form of Acceptance has today been received in respect of these Escher Shares.

Save as detailed in this announcement, neither Hanover BidCo, nor any person acting in concert with Hanover BidCo; is interested in, holds any short positon in, has any agreement to sell, or has any delivery obligation or right to require another person to purchase or take delivery of, relevant Escher securities.

The percentages of Escher Shares referred to in this announcement are based upon the figure of 18,810,422 ordinary shares of EUR0.005 each of Escher in issue, as set out in accordance with Rule 2.10 of the Takeover Rules in the announcement by Hanover BidCo of 8 February 2018.

Compulsory Acquisition, Cancellation of Admission to Trading on AIM and Re-Registration as a Private Limited Company

If Hanover BidCo acquires, whether through acceptances under the Offer or otherwise, 80 per cent. or more of the Escher Shares to which the Offer relates Hanover BidCo will exercise its rights pursuant to the provisions of section 457 of the Irish Companies Act to acquire compulsorily the remaining Escher Shares.

If Hanover BidCo has acquired or agreed to acquire Escher Shares which, together with any Escher Shares already owned by the Hanover BidCo Group, represent 75 per cent. or more of the voting rights attaching to the Escher Shares then Hanover BidCo may decide to procure the making of an application by Escher to the London Stock Exchange for the cancellation of the admission to trading of Escher Shares on AIM and to re-register Escher as a private company as soon as it is appropriate to do so under the provisions of the Irish Companies Act.

It is anticipated that any cancellation of admission to trading on AIM would take effect no earlier than twenty Business Days after Hanover BidCo has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Escher Shares. Cancellation of admission to trading on AIM would significantly reduce the liquidity and marketability of all Escher Shares not assented to the Offer at that time.

Settlement

Settlement for those Escher Shareholders who have validly accepted the Offer by 27 March 2018 will be effected promptly as set out at paragraph 11 of Part II of the Offer Document and in accordance with applicable Irish law and regulation and, in any event, on or before 10 April 2018.

Settlement for valid acceptances in respect of the Offer received after 27 March 2018 will be effected promptly after receipt of that acceptance as set out at paragraph 11 of Part II of the Offer Document and in accordance with applicable Irish law and regulation and, in any event, within 14 days of receipt of that acceptance.

Capitalised terms used throughout this announcement shall have the same meaning as those definitions set out in the Offer Document.

Enquiries:

Hanover Active Equity Fund LP

 
 Matthew Peacock     Tel: +44 (0) 20 7766 8400 
 Tom Russell 
 Fred Lundqvist 
 

N+1 Singer (Financial adviser to Hanover BidCo)

 
 Mark Taylor       Tel: +44 (0) 20 7496 3000 
 Lauren Kettle 
 

Escher Group Holdings plc

 
 Liam Church     Tel: +353 (0) 1 254 5400 
 Nick Winks 
 Clem Garvey 
 

Panmure Gordon (Financial adviser, Rule 3 adviser, nominated adviser and broker to Escher)

 
 Andrew Godber/Alina Vaskina/Ryan     Tel: +44 (0) 20 7886 2500 
  McCarthy (Corporate Finance) 
 Erik Anderson (Corporate 
  Broking) 
 

Instinctif Partners (PR adviser to Escher)

 
 Adrian Duffield     Tel: +44 (0) 20 7457 2020 
 Chris Birt 
 

Responsibility statement

The Hanover BidCo Directors and the Hanover HoldCo Directors accept responsibility for the information contained in this Announcement relating to Hanover BidCo, the Hanover BidCo Group and the Hanover BidCo Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Hanover BidCo Directors and the Hanover HoldCo Directors (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Escher Directors accept responsibility for the information contained in this Announcement relating to Escher, the Escher Group and the Escher Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Escher Directors (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover BidCo and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover BidCo for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Escher and no-one else in connection with the Offer and will not be responsible to anyone other than Escher for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than Ireland may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in Ireland should inform themselves about, and observe, any applicable restrictions. Escher Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with Irish law and the Irish Takeover Rules 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 Ireland.

US shareholders

The Offer will be for the securities of a corporation organised under the laws of Ireland and is subject to the procedure and disclosure requirements of the United Kingdom and Ireland, which are different from those of the United States. The Offer will be made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "Exchange Act"), and otherwise in accordance with the requirements of the Irish Takeover Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed comment upon the adequacy or completeness of this announcement. It may be difficult for US holders of Escher Shares to enforce their rights under any claim arising out of the US federal securities laws, since Hanover BidCo and Escher are located outside of the United States, and their officers and directors are resident outside of the United States.

The receipt of cash pursuant to the Offer by a US holder of Escher Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Escher is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Irish Takeover Rules and normal market practice in Ireland and the UK and Rule 14e-5 under the Exchange Act, Hanover BidCo or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Escher Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK and Irish laws and regulations, including the Irish Takeover Rules, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. Any information about any such purchases will be disclosed in accordance with applicable UK and Irish laws and regulations, on the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom and Ireland, this information will also be publicly disclosed in the United States.

Disclosure requirements

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company during an offer period must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. 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) the offeror company 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(a) applies must be made by no later than 3.30 pm (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 purposes of Rule 8.3.

Details of the offeree and offeror companies in respect of whose relevant securities Dealing Disclosures must be made can be found in the Disclosure Table on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie, 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 Irish Takeover Panel at www.irishtakeoverpanel.ie or on +353 (0)1 678 9020 if you are in any doubt as to whether you are required to make a Dealing Disclosure.

Publication of this announcement

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.hanoverinvestors.com and www.eschergroup.com by no later than 12 noon on the Business Day following the date of this announcement.

The contents of Hanover Investors' website and Escher's website are not incorporated into and do not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 27, 2018 10:30 ET (14:30 GMT)