Exeter Acquisition Limited Rule 15 Proposals & Further Terms of the Offer (7680H)

TIDMESCH

RNS Number : 7680H

Exeter Acquisition Limited

15 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.

14 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)

PUBLICATION OF RULE 15 PROPOSALS & FURTHER TERMS OF THE OFFER

On 7 March 2018, Hanover BidCo announced that it had published and was posting the Offer Document in relation to its recommended cash offer for the entire issued and to be issued share capital of Escher, 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.

Hanover BidCo confirms that as required by Rule 15 of the Takeover Rules it has also published and posted to participants in the Escher Share Scheme a document explaining the effect of the Offer on, and set out the proposals made in respect of, their Options (the "Proposal Letter"), together with the associated Election Form.

A copy of the Proposal Letter is available for inspection free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin D02 T380, Ireland and of Eversheds Sutherland at One Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland during the course of the Offer, being until the Offer ceases to be open for acceptances or lapses, and at www.eschergroup.com and www.hanoverinvestors.com. Additional Election Forms are available from Escher's offices at 111 St. Stephen's Green, Dublin 2, D02 RW29 Ireland.

The Offer will initially be open for acceptance by holders of Escher Shares and Escher Options until 1:00 p.m. (Irish time), on 28 March 2018 (the "Initial Closing Date"). Further terms, which form part of the Offer, relating to acceptance period and closing of the Offer are set out below.

Acceptance Period

1. The Offer will initially be open for acceptance until 1:00 p.m. (Irish time), on the Initial Closing Date. If the Offer becomes or is declared unconditional, the Offer will remain open for acceptance until the later of 14 calendar days after (a) the Initial Closing Date; (b) the date on which the Offer becomes or is declared unconditional; or (c) the date on which the Offer would otherwise have expired, as the case may be.

2. If the Offer has become unconditional and it is stated by Hanover BidCo that it will remain open until further notice, not less than 14 calendar days' notice in writing prior to the closing of the Offer will be given to those Escher Shareholders who have not accepted the Offer.

3. Although no revision is envisaged, if the Offer is revised, it will remain open for acceptance for a period of at least 14 calendar days (or such lesser period as may be permitted by the Panel) following the date on which written notification of the revision is posted to Escher Shareholders. Except with the consent of the Panel, no revision of the Offer or written notification of the revision of the Offer may be made or posted to Escher Shareholders after 22 April 2018 or, if different, the date which is 14 calendar days prior to the last day on which the Offer can become unconditional.

4. The Offer, whether revised or not, shall not (except with the consent of the Panel to the extent required) be capable of becoming unconditional after 1:00 p.m. (Irish time) on 6 May 2018 (or any other time or date beyond which Hanover BidCo has stated that the Offer will not be extended and in respect of which it has not, where permitted, withdrawn that statement), nor of being kept open for acceptance after that time or date unless it has previously become unconditional, provided that Hanover BidCo reserves the right, with the permission of the Panel (to the extent required), to extend the Offer to a later time(s) and/or date(s). Except with the Panel's consent, Hanover BidCo may not, for the purpose of determining whether the Acceptance Condition has been satisfied, take into account acceptances received or purchases of Escher Shares made after 1:00 p.m. (Irish time) on 6 May 2018 (or any earlier time and/or date beyond which Hanover BidCo has stated that the Offer will not be extended unless, where permitted, it has withdrawn that statement or extended the Offer beyond the stated earlier date or, if the Offer is so extended, any such later time(s) and/or date(s) as may be agreed with the Panel).

5. If a "competitive situation" (as defined by the Takeover Rules) arises after a "no extension" and/or "no increase" statement (as defined by the Takeover Rules) has been made by or on behalf of Hanover BidCo in relation to the Offer (as determined by the Panel), Hanover BidCo may, if it specifically reserved the right to do so at the time such statement is made, or otherwise with the Panel's consent, withdraw such statement and be free to extend and/or increase the Offer (as appropriate) provided that it complies with the requirements of the Takeover Rules and, in particular, that:

(a) it announces such withdrawal and that it is free to extend or revise the Offer (as appropriate) as soon as possible and in any event within four Business Days after the date of the announcement of the competing offer, or other competitive situation and Escher Shareholders are informed in writing of such withdrawal; and

(b) any Escher Shareholders who accepted the Offer after the date of the "no extension" or "no increase" statement are given a right of withdrawal as described in paragraph 3.1 of Part B of Appendix 1 to the Offer Document.

Hanover BidCo may, if it has reserved the right to do so, choose not to be bound by the terms of a "no extension" or "no increase" statement if it would otherwise prevent the posting of an increased or improved Offer (either as to the value or nature of the consideration offered or otherwise) which is recommended for acceptance by the Board of Escher or in any other circumstances permitted by the Panel.

For the purpose of determining at any particular time whether the Acceptance Condition has been satisfied, subject always to the specific provisions of the Acceptance Condition itself, Hanover BidCo shall be entitled to take account only of those Escher Shares carrying voting rights which have been unconditionally allotted or issued before that time.

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

Enquiries:

Hanover Active Equity Fund LP

 
 Matthew Peacock     Tel: [phone] 
 Tom Russell 
 Fred Lundqvist 
 

N+1 Singer (Financial adviser to Hanover BidCo)

 
 Mark Taylor       Tel: [phone] 
 Lauren Kettle 
 

Escher Group Holdings plc

 
 Liam Church     Tel: [phone] 
 Nick Winks 
 Clem Garvey 
 

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

 
 Andrew Godber/Alina Vaskina/Ryan     Tel: [phone] 
  McCarthy (Corporate Finance) 
 Erik Anderson (Corporate 
  Broking) 
 

Instinctif Partners (PR adviser to Escher)

 
 Adrian Duffield     Tel: [phone] 
 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 [phone] 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

END

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March 15, 2018 03:00 ET (07:00 GMT)