Escher Group Holdings Regulatory News (ESCH)

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.

24 April 2018

Recommended Cash Offer for

Escher Group Holdings plc ("Escher" or the "Company") by

Exeter Acquisition Limited ("Hanover BidCo")

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

CHANGES TO THE BOARD OF DIRECTORS

Following the announcement by Hanover BidCo on 27 March 2018, declaring its Offer for the entire issued and to be issued share capital of the Company unconditional in all respects, the Company announces that the following directors of Escher have resigned from the board of the Escher Group:

· Fionnuala Higgins

· Liam Church

· Paul Taylor

· Stephen McLeod

· Clement Garvey

As previously announced, Liam Church has stated his intention to retire as chief executive officer of the Escher Group at the end of May 2018 and will continue in his role until then. Fionnuala Higgins will continue with her executive responsibilities as chief commercial officer. Clem Garvey has expressed his intention to resign from his position as chief financial officer following an orderly handover period to be agreed with the board. Following their resignation from the board, it is intended that Paul Taylor and Stephen McLeod will leave the Escher Group with immediate effect.

Escher is also pleased to announce that Ian Powell has been appointed to the Board of Escher as an executive director, Matthew Peacock has been appointed as non-executive chairman, and Tom Russell, Jog Dhody and Norman Fraser have been appointed as non-executive directors, each with immediate effect. Nick Winks will remain a non-executive director until the closing of the Offer.

Matthew Peacock is the founding partner of Hanover Investors. Since Hanover's founding in 2002 he has led the turnarounds and boards of numerous PLCs including 4imprint, Fairpoint, Elementis and Regenersis. He has deep industry experience across the technology, outsourced services, industrial and financial sectors.

Tom Russell is a partner at Hanover Investors. Since joining Hanover Investors in 2007, Tom has held directorships at Chapelthorpe Plc, Fairpoint Plc, and Regenersis plc.

Jog Dhody is an operating partner at Hanover Investors having joined in early 2017. He worked closely with Hanover Investors in his previous role as CFO of Blancco Technology Group plc (formerly Regenersis plc).

Ian Powell is an operating partner at Hanover Investors and has worked with Hanover since inception. He has acted as the CEO or managing director in multiple businesses, including Regenersis Plc, Hydro International Ltd and 4imprint Plc.

Norman Fraser is currently executive chairman of Softiron Limited and has co-founded successful international technology businesses, including Vocalis and Endava.

Nick Winks, Chairman commented "I would like to express my sincere gratitude to Liam, Fionnuala, Clem, Paul and Stephen and for all their support and dedication to the board of Escher. I wish them all success for the future. I am also delighted to welcome the new directors to the board".

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

Escher Group Holdings plc

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

Instinctif Partners (PR adviser to Escher) 

Additional Information

In accordance with the AIM Rules, the following information required to be disclosed in relation to Matthew Peacock, Non-executive Chairman, is set out below. Other than this information, there is no further information required to be disclosed under paragraph (g) of Schedule Two of the AIM Rules.

Full name and age

Matthew Roy Peacock, aged 56

Current beneficial shareholding in the Group

Hanover BidCo held 55.79% of the issued share capital of the Company as at 5.00 p.m. (Irish time) on 26 March 2018. Matthew Peacock is classified as a Person Closely Associated with Hanover BidCo.

Current Directorships

Canterbury Acquisition (Holding) Limited

Canterbury Acquisition Limited

CoInvestor Limited

Dauphin General Partner Limited

Dauphin Ventures Ltd

DVS Limited

Ely Propco Ltd

Exeter Acquisition (Holding) Limited

Exeter Acquisition Limited

H Holdings Limited

Hanover Active Equity Partners III

Hanover AEF Feeder Limited

Hanover AEF GP Ltd

Hanover General Partner 1

Hanover Investment Management (Cayman) Ltd,

Hanover Investors Holdings (Malta) Limited

Hanover Investors Limited

Hanover Investors SRL

Hanover Investors Management (Malta)

Hanover Operating Management Limited

Hanover Shareholdings Unlimited

Kalibrate Technologies Limited

Vistacorp

Former Directorships (previous five years)

Blancco Technology Group plc

Ely Acquisition (Holdings) Limited

Ely Acquisition Limited

Fairpoint Group plc

Hanover Active Equity Fund LP

Hanover AEF Feeder Limited

Hanover Investors SRL

Hydro International Limited

Disclosure required under paragraph (g) (v) and (vii) of Schedule Two of the AIM Rules for Companies

Matthew Peacock was appointed as a director of Plasmon plc on 18 May 2007 and resigned as director on 23 May 2008. On 6 October 2008, the company was placed into administration and was finally dissolved on 1 January 2010.

In accordance with the AIM Rules, the following information required to be disclosed in relation to Tom Russell. Non-executive Director, is set out below. Other than this information, there is no further information required to be disclosed under paragraph (g) of Schedule Two of the AIM Rules.

Full name and age

Thomas ("Tom") Alexander Russell, aged 41

Current beneficial shareholding in the Group

Hanover BidCo held 55.79% of the issued share capital of the Company as at 5.00 p.m. (Irish time) on 26 March 2018. Tom Russell is classified as a Person Closely Associated with Hanover BidCo.

Current Directorships

Canterbury Acquisition Limited

Ely Propco Ltd

Exeter Acquisition Limited

Hanover Investors Limited

Hanover Operating Management Limited

Hanover Shareholdings Unlimited Company

Kalibrate Technologies Limited

Former Directorships (previous five years)

Blancco Technology Group Plc

Ely Acquisition Limited

Fairpoint Group Plc

Hydro International Limited

Salamander Inns Limited

In accordance with the AIM Rules, the following information required to be disclosed in relation to Jog Dhody, Non-executive Director, is set out below. Other than this information, there is no further information required to be disclosed under paragraph (g) of Schedule Two of the AIM Rules.

Full name and age

Jog Dhody, aged 40

Current beneficial shareholding in the Group

Hanover BidCo held 55.79% of the issued share capital of the Company as at 5.00 p.m. (Irish time) on 26 March 2018. Jog Dhody is classified as a Person Closely Associated with Hanover BidCo.

Current Directorships

Hanover Operating Management Limited

Kalibrate Technologies Limited

Nestoak Corporation Limited

Former Directorships (previous five years)

Blancco (Software) Netherlands BV

Blancco (Software) Services Inc

Blancco (Software) Services Limited

Blancco APAC pte Ltd

Blancco Central Europe GmbH

Blancco Central Services Limited

Blancco Cooperatief BV

Blancco Diagnostics (India) Private Limited

Blancco Finance BV

Blancco Finance Ltd

Blancco Finance US BV

Blancco Finland Acquisitions Oy

Blancco Italy, SRL

Blancco Japan Inc.

Blancco Mobile Diagnostics Inc

Blancco Oy Ltd

Blancco SEA Sdn Bhd

Blancco Services US LLC

Blancco Technology Group IP Oy

Blancco Technology Group Plc

Blancco Trustees Limited

Blancco Trustsub Limited

Blancco UK Limited

Blancco US LLC

CTDI Huntingdon Ltd

Digital Care AB

Digital Care Limited

Digital Care Sp. z.o.o

Hydro International Limited

Landela Electronics Propiertary Ltd

Pelipan Services Limited

Plataforma HDM Tecnológica, S.A. (Regenersis Argentina)

Regenersis (AIDL) Limited

Regenersis (Belgium) BVBA

Regenersis (Depot) Services Limited

Regenersis (Germany) Limited

Regenersis (Glasgow) Limited

Regenersis (Glenrothes) Limited

Regenersis (Group) Limited

Regenersis (Huntingdon) Limited

Regenersis (India) Ltd

Regenersis (Nederland) BV

Regenersis (Nottingham) Limited

Regenersis (Portugal) Lda

Regenersis (SCS Partnership) Limited

Regenersis (Sömmerda) GmbH

Regenersis (South Africa) (PTY) Limited

Regenersis (Spain) Limited

Regenersis (Spain) SCS

Regenersis (UK) Ltd

Regenersis (Warsaw) Sp. z.o.o

Regenersis Czech Ltd

Regenersis GmbH

Regenersis Inc

Regenersis Mexico SA de CV

Regenersis Recommerce Limited

Regenersis Rus

Regenersis Services GmbH

Regenersis Spain 1 S.L.

Regenersis Spain 2 S.L.

Regenersis Sweden AB

RGS Sweden Acquisitions AB

SafeIT Security Sweden AB

SFÖ - Mjukvaruprodukter för dataradering AB (556701-5366)

Software Blancco S.A. de C.V.

Tabernus Europe Limited

Tabernus US LLC

Ucare Digital Services Limited

Vantage (IG) Limited

Vantage (Sweden) Limited

Vantage Distribution Ltd

Vantage Finland Oy

Vantage Mobile Diagnostics Limited

In accordance with the AIM Rules, the following information required to be disclosed in relation to Ian Powell, Executive Director, is set out below. Other than this information, there is no further information required to be disclosed under paragraph (g) of Schedule Two of the AIM Rules.

Full name and age

Ian Donald Powell, aged 56

Current beneficial shareholding in the Group

Hanover BidCo held 55.79% of the issued share capital of the Company as at 5.00 p.m. (Irish time) on 26 March 2018. Ian Powell is classified as a Person Closely Associated with Hanover BidCo.

Current Directorships

Tangram INV Limited

Tangram Trading Inc

Tangram Ventures Limited

Former Directorships (previous five years)

Blancco Technology Group plc

Hydro International Limited

In accordance with the AIM Rules, the following information required to be disclosed in relation to Norman Fraser Independent Non-executive Director is set out below. Other than this information, there is no further information required to be disclosed under paragraph (g) of Schedule Two of the AIM Rules.

Full name and age

Norman MacAskill Fraser, aged 55

Current beneficial shareholding in the Group

Norman Fraser does not have any beneficial interest in the issued share capital of the Company.

Current Directorships

K2 Investment (Tricerion) Limited

K2 Partners (Tricerion) Limited

Phraser Limited

SoftIron Limited

Softech Investments Limited

The Langham Partnership (UK and Ireland)

Tricerion Limited

Trixd Limited

Former Directorships (previous five years)

Angello Capital Partners LLP

Angello Moldova Transformational Investment Company No. 1 Limited

British-Moldovan Business Association

Christ Church Ewell

Interview Room (UK) Limited

Disclosure required under paragraph (g) (v) and (vii) of Schedule Two of the AIM Rules for Companies

Norman Fraser was appointed as a director of Tricerion Group plc on 7 August 2006. On 23 February 2009, the company was placed into Creditors Voluntary Liquidation and was finally dissolved on 25 December 2009.

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.

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.