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.

26 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)

Intention to delist

The Board of Escher (the "Board") notes the announcement earlier today by Hanover BidCo of its intention to close its recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Escher (the "Offer") for acceptances.

Hanover BidCo announced on 26 April 2018, that as at 5:00 p.m. (Irish time) on 25 April 2018, being the last Business Day prior to this announcement, Hanover Bidco had received valid acceptances of the Offer in respect of a total of 14,777,501 Escher Shares, representing approximately 77.40 per cent. of the existing issued share capital of Escher, which may be counted towards the satisfaction of the Acceptance Condition.

By virtue of its shareholdings and acceptances of the Offer, Hanover Bidco has acquired, or agreed to acquire Escher Shares representing in excess of 75 per cent. of the voting rights of Escher. Accordingly, at the request of Hanover BidCo, and as set out in the Offer Document dated 7 March 2018, the Board has applied for the cancellation of admission to trading on AIM of Escher Shares (the "Delisting").

Escher confirms that the 20 business days' notice period for the cancellation of listing of Escher Shares on AIM and the trading of Escher Shares on AIM has commenced. Admission of the Escher Shares to trading on AIM will be cancelled without the requirement for a resolution of shareholders approving such cancellation pursuant to Rule 41 of the AIM Rules. It is anticipated that the cancellation of listing and trading will take effect on or shortly after 7.00 a.m. (London time) on 25 May 2018.

The Delisting will significantly reduce the liquidity and marketability of any Escher Shares not acquired by Hanover BidCo and the Board therefore recommends those Escher Shareholders who have not already accepted the Offer to accept the Offer as soon as possible. The procedure for acceptance of the Offer is set out in the Offer Document.

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) 

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.