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.

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

N+1 Singer (Financial adviser to Hanover BidCo)

Escher Group Holdings plc

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

Instinctif Partners (PR adviser to Escher)

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.