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
END
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