TIDMESCH
RNS Number : 9097G
Exeter Acquisition Limited
07 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.
7 MARCH 2018
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014
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 OFFER DOCUMENT
On 8 February 2018, the Boards of Hanover BidCo and Escher
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Hanover BidCo for the entire
issued and to be issued share capital of Escher, to be effected by
way of an offer under the Irish Takeover Rules.
The Boards of Hanover BidCo and Escher are pleased to announce
that the Offer Document containing the full terms and conditions of
the Offer and the procedure for its acceptance is today 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.
The Initial Closing Date of the Offer, as set out in the Offer
Document, is 1.00 p.m. (Irish time) on 28 March 2018.
To accept the Offer, Escher Shareholders should return a
completed Form of Acceptance, whether or not their Escher Shares
are held in certificated form or uncertificated form (that is, in
CREST). The completed Form of Acceptance should be returned by post
in accordance with the procedure set out in the Offer Document and
the Form of Acceptance so as to arrive no later than 1:00 p.m.
(Irish time) on 28 March 2018. Furthermore, Escher Shareholders who
hold their shares in uncertificated form (that is, in CREST) should
ensure that they send (or, if they are a CREST sponsored member,
procure that their CREST sponsor sends) a TTE Instruction in
accordance with the procedure set out in the Offer document as soon
as possible and, in any event, so that the TTE Instruction settles
not later than 1:00 p.m. (Irish time) on 28 March 2018.
A copy of the Offer Document 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 until the end of the Offer Period, and at
www.eschergroup.com and www.hanoverinvestors.com. Additional Forms
of Acceptance are available from Computershare Investor Services
(Ireland) Limited, at Heron House, Corrig Road, Sandyford
Industrial Estate, Dublin 18, D18 Y2X6, Ireland.
Capitalised terms used throughout this announcement shall have
the same meaning as those definitions set out at Appendix V to 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
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
END
ODPDMGGFGNFGRZG
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