Exeter Acquisition Limited Recommended Cash Offer for Escher Group Holdings (2800E)

TIDMESCH

RNS Number : 2800E

Exeter Acquisition Limited

08 February 2018

Part I

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.

FOR IMMEDIATE RELEASE 8 FEBRUARY 2018

This announcement contains inside information

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)

Summary

-- The Boards of Hanover BidCo and Escher are pleased to announce that they have 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. Hanover BidCo is an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP. As at the date of this announcement Hanover ShareholderCo owns 4,803,114 Escher Shares, representing 25.53 per cent. of the Issued Share Capital of Escher.

-- Under the terms of the Offer, each Escher Shareholder will be entitled to receive 185 pence in cash per Escher Share.

-- The Offer values the entire issued share capital of Escher at approximately GBP34.80 million and GBP35.32 million on a fully diluted basis (assuming that all rights in respect of the in-the-money options under the Escher Share Scheme are exercised on the basis set out in this announcement) and represents:

- a premium of 32.14 per cent. over the closing middle market price of 140 pence per Escher Share on 12 December 2017, being the Business Day prior to Hanover BidCo's approach to the Escher Directors regarding the Offer; and

- a premium of 23.33 per cent. over the closing middle market price of 150 pence per Escher Share on 7 February 2018, being the Business Day prior to the release of this announcement.

-- The Offer is conditional upon, amongst other things, Hanover BidCo receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire Escher Shares which constitute more than 50 per cent. of the voting rights attached to the Escher Shares.

-- The Escher Directors, who have been so advised by Panmure Gordon, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Escher Directors, Panmure Gordon has taken into account the commercial assessments of the Escher Board. Panmure Gordon is providing independent financial advice to the Escher Directors for the purposes of Rule 3 of the Irish Takeover Rules.

-- Accordingly, the Escher Directors intend to unanimously recommend that the Escher Shareholders accept the Offer.

-- Hanover BidCo has received irrevocable undertakings to accept or procure acceptance of the Offer from those Escher Directors who hold Escher Shares, in respect of a total of 1,790,320 Escher Shares, representing approximately 9.52 per cent. of the Issued Share Capital of Escher.

-- In addition, Hanover BidCo has received irrevocable undertakings to accept or procure acceptance of the Offer from certain Escher Shareholders, in respect of a total of 1,943,669 Escher Shares representing approximately 10.33 per cent. of the Issued Share Capital of Escher.

-- Furthermore, Hanover ShareholderCo has signed an irrevocable undertaking to accept or procure acceptance of the Offer in respect of its holding of 4,803,114 Escher Shares, representing 25.53 per cent. of the Issued Share Capital of Escher.

-- In aggregate, Hanover BidCo has received irrevocable undertakings in respect of a total of 8,537,103 Escher Shares, representing approximately 45.38 per cent. of the Issued Share Capital of Escher.

Commenting on the Offer, Matthew Peacock, founding partner of Hanover Investors and a director of Hanover BidCo said:

"We are delighted to be announcing this recommended cash offer for Escher. Our proposal provides Escher Shareholders with an opportunity to realise a significant premium over the value of their shares prior to Hanover's interest in the business, and will allow Escher to grow outside of the constraints of the public market"

Commenting on the Offer Nick Winks, Chairman of Escher, commented:

"This cash offer with its substantial premium is a good outcome for our shareholders - given the uncertainty inherent in our customers' spending patterns and traditional one-off licence based business model, as well as the need to invest further in the business. The board is unanimous in recommending this offer as good for shareholders and employees"

Commenting on the Offer Liam Church, CEO of Escher, commented:

"The acquisition is being made by a strategic shareholder who has got to know the business over almost a year. Hanover has stated that they intend to continue to invest in Escher, particularly in its Riposte(R) platform, so that the group remains a market leading, global software business, with best in class technology.

"We have made substantial progress since the restructuring we began in 2016. The business now has a platform for sustainable growth as a private company. The management team, backed by Hanover, will be able to focus solely on growing the business, providing greater stability and significant opportunities for our employees."

This summary should be read in conjunction with the full text of the following announcement including the Appendices. The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains bases and sources of certain information contained within this announcement. Appendix III contains details of the irrevocable undertakings given to Hanover BidCo. Appendix IV contains the definitions of certain terms used in this announcement.

This announcement is being made pursuant to Rule 2.5 of the Irish Takeover Rules.

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/Karri     Tel: +44 (0) 20 7886 2500 
  Vuori/ Ryan 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.

Further information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Escher in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document.

Any acceptance or other response to the Offer should only be made on the basis of the information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and the Form of Acceptance. Escher Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by Escher Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Escher may be provided to Hanover BidCo during the Offer Period as required under Section 3 of Appendix 1 of the Irish Takeover Rules.

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 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.

Forward-looking statements

This announcement contains certain forward-looking statements, including statements regarding Hanover BidCo's and Escher's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the industry in which Escher is active; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this announcement.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Irish Takeover Rules, Escher confirms that, as at the date of this announcement, it has 18,810,422 ordinary shares of EUR0.005 each in issue. Escher Shares trade on AIM under the ISIN reference IE00B6SKRB38.

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.

Inside information and Market Abuse Regulation (Regulation 596/2014) ("MAR")

Certain Escher Shareholders were, with the consent of the Irish Takeover Panel, formally brought inside in order to discuss giving irrevocable commitments or letters of intent to accept or procure acceptance of the Offer. That inside information is set out in this announcement. Therefore, those persons that received inside information relating to the Offer in a market sounding are no longer considered to be in possession of inside information relating to Escher and its securities; however under MAR such persons are required to form their own opinion as to whether or not they are cleansed.

Part II

FOR IMMEDIATE RELEASE 8 FEBRUARY 2018

This announcement contains inside information

Recommended Cash Offer for

Escher Group Holdings plc ("Escher")

Exeter Acquisition Limited ("Hanover BidCo")

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

   1.         Introduction

The Boards of Hanover BidCo and Escher are pleased to announce that they have reached agreement on the terms of a recommended offer to be made by Hanover BidCo for the entire issued and to be issued share capital of Escher. Hanover BidCo is an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP. As at the date of this announcement Hanover ShareholderCo owns 4,803,114 Escher Shares, representing 25.53 per cent. of the Issued Share Capital of Escher.

Under the terms of the Offer, each Escher Shareholder will be entitled to receive 185 pence in cash per Escher Share.

   2.         Summary of Terms

The Offer will be subject to the conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document and will be made on the following basis:

for each Escher Share 185 pence in cash

The Offer values the entire issued share capital of Escher at approximately GBP34.80 million and GBP35.32 million on a fully diluted basis (assuming that all rights in respect of the in-the-money options under the Escher Share Scheme are exercised on the basis set out in this announcement) and represents:

- a premium of 23.33 per cent. over the closing middle market price of 150 pence per Escher Share on 7 February 2018, being the Business Day prior to the release of this announcement.

The Offer is to be effected by way of an offer under the Irish Takeover Rules. Hanover BidCo reserves the right, with the consent of Escher and the Irish Takeover Panel to elect to implement the acquisition of the Escher Shares by way of a Scheme of Arrangement under Chapter 1 of Part 9 of the Irish Companies Act. In such event, the Scheme of Arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.

   3.         Background to the reasons for the Offer

Hanover BidCo recognises Escher as a market-leading, global software business with best in class technology, strong customer relationships and an excellent team. However, it is evident that the uncertain timing of significant licence wins generates a level of volatility in revenues and profitability which is unsuited to the public market. In addition, Hanover BidCo considers the costs and management resource required to maintain a public market listing is outsized relative to Escher's size and profitability.

Hanover BidCo believes that Escher will be much better positioned for growth as a private company, outside of the constraints of the public market.

The Cash Offer represents an opportunity for Escher Shareholders to realise their holding in Escher in cash for a premium of 32.14 per cent. to the closing middle market price of 140 pence on 12 December 2017 (being the Business Day prior to the Hanover BidCo approach to the Escher Directors regarding the Offer). Hanover BidCo believes its Offer also provides certainty, in cash, for Escher Shareholders today and also gives them an opportunity to exit now, rather than to wait for Escher's financial performance to be reflected in its share price and bear the risks of that alternative not being achieved.

   4.         Recommendation

The Escher Board, which has been so advised by Panmure Gordon, considers the terms of the Offer to be fair and reasonable. In providing its advice, Panmure Gordon has taken into account the commercial assessments of the Escher Board.

The Escher Directors intend to recommend unanimously that all Escher Shareholders accept the Offer. Liam Church and Fionnuala Higgins, being those Escher Directors who hold Escher Shares, have undertaken to accept or procure acceptance of the Offer in respect of their own beneficial holdings in Escher of 1,790,320 Escher Shares in aggregate, representing approximately 9.52 per cent. of the Issued Share Capital of Escher.

   5.         Background to and reasons for recommendation

Escher is a premier provider of point-of-service software to the postal sector. Riposte(R), its core product, remains a reference for this sector across the globe, giving customers a scalable platform to digitise the processing of complex transactions in omni-channel environments.

Escher's strategy remains focused on broadening its software range and enhancing its customer offering by investing in its existing software portfolio and new software ranges.

Escher's growth is dependent on converting its pipeline of sales opportunities. As detailed in its trading update on 14 November 2017, and its year-end update on 12 January 2018, the timing of revenue from licence sales remains difficult to predict accurately.

The Escher Directors continue to manage Escher's fixed-cost base in order to remain profitable, even in the absence of major one-off licence sales. In the year to 31 December 2017, exceptional costs of the order of $300,000 were incurred in order to complete restructuring commenced in 2016. Additional costs were incurred in the exploration of routes to new markets for its technology platforms. The Escher Directors believe that meaningful progress in technological development and sustainable growth in revenues may only be achieved through additional investment, which will absorb much of Escher's free cash flow in the short to medium term.

Whilst the Escher Directors continue to believe in the prospects for the business and the attractiveness of its product offering, it is the Escher Directors' belief that the Offer represents an acceptable and certain valuation given the Escher Group's recent share price performance.

The Escher Directors have also considered the interests of the current shareholder base of Escher and consider that, given the low level of free float, the Offer therefore provides Escher Shareholders with an opportunity to realise their investment which would not otherwise be available to them given the relatively illiquid market for Escher's shares. Accordingly, the Escher Directors intend to recommend unanimously the Offer to Escher Shareholders.

   6.         Information on the Hanover Fund and Hanover BidCo

The Hanover Fund

Hanover AEF General Partner LP (the "General Partner") is the general partner of Hanover Active Equity Fund LP (the "Hanover Fund"). The Hanover Fund is a Cayman Islands exempted limited partnership formed to invest in small-cap public companies and private equity situations, primarily in the UK, and currently has a total of approximately GBP85 million in committed capital.

Hanover Investors Management (Cayman) Limited (the "Manager") has been appointed by the General Partner as the manager of the Hanover Fund and in turn Hanover Investors Management LLP ("Hanover Investors") provides certain investment advisory services to the Manager in respect of the Hanover Fund.

Hanover Investors was registered on 7 January 2005 and is authorised and regulated by the FCA. Matthew Peacock is the founding partner of Hanover Investors.

Hanover BidCo

Hanover BidCo is a newly incorporated company formed at the direction of Hanover Investors (on behalf of the Hanover Fund) for the purposes of implementing the Offer. Hanover BidCo is currently indirectly owned 100 per cent. by the Hanover Fund.

Hanover BidCo is a private limited company incorporated in Ireland on 18 December 2017 under the Irish Companies Act with registered number 617563. It has its registered office at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.

The Directors of Hanover BidCo are Matthew Peacock, Fredrik Lundqvist and Tom Russell.

Save for activities in connection with the implementation and financing of the Offer, Hanover BidCo has not carried on any business prior to the date of this announcement.

   7.         Information on Escher

Escher is a world leading provider of outsourced point-of-service software for use in the worldwide postal, retail and government sectors.

Escher's core product remains the Riposte(R) platform, which processes complex transactions in omni-channel environments. Escher supplies solutions to benefit postal operators and government agencies; both their employees and customers. It has developed and deployed point-of-sale solutions including mobile, loyalty and 24-hour service post offices. Escher provides solutions and services to over 35 customers on a global basis, servicing approximately 1 billion citizens worldwide.

Headquartered in Dublin, Escher also operates from offices in the US, Singapore and South Africa.

For the year ended 31 December 2016, Escher reported revenue of US$22.41 million and profit before tax of US$2.38 million. As at 31 December 2016, Escher had gross assets of US$49.28 million and net current assets of US$5.66 million.

For the six months ended 30 June 2017, Escher reported unaudited revenue of US$9.39 million and a loss before tax of US$27,000. As at 30 June 2017, Escher had gross assets of US$48.74 million and net current assets of US$5.68 million.

   8.         Interests in Escher Shares and irrevocable undertakings 
   8.1        Hanover ShareholderCo

As at the date of this announcement, Hanover ShareholderCo owns 4,803,114 Escher Shares, representing 25.53 per cent. of the Issued Share Capital of Escher and no other entity in the Hanover BidCo Group holds Escher Shares. Hanover BidCo has received an irrevocable undertaking from Hanover ShareholderCo to accept or procure acceptance of the Offer in respect of its holding of Escher Shares.

   8.2        Escher Directors

Irrevocable undertakings to accept or procure acceptance of the Offer have been received from Liam Church and Fionnuala Higgins, being those Escher Directors who hold Escher Shares, in respect of 1,790,320 Escher Shares in aggregate, which represent approximately 9.52 per cent. of the Issued Share Capital of Escher.

   8.3        Other Escher Shareholders

Irrevocable undertakings to accept or procure acceptance of the Offer have been received from John Quinn, Bernard Somers and Bacchantes Limited in respect of 587,827, 745,840 and 610,002 Escher Shares, respectively, which in aggregate represent approximately 10.33 per cent. of the Issued Share Capital of Escher.

In aggregate, Hanover BidCo has therefore received irrevocable undertakings in respect of a total of 8,537,103 Escher Shares, representing approximately 45.38 per cent. of the Issued Share Capital of Escher.

Further details regarding the irrevocable undertakings are set out in Appendix III of this announcement.

   9.         Management, employees and locations

Hanover BidCo attaches great importance to the value created and built up by Escher Group employees and senior management in recent years and believes they will continue to play an important role in the future of the business. It also recognises the value in Escher Group's brands, including its Riposte(R) platform, and intends that these brands shall remain following implementation of the Offer.

Hanover BidCo intends to carry out a strategic and operational review of the Escher Group following completion of the Offer. Hanover Investors intends to continue the Escher Group's policy of managing its fixed cost base with a view to remaining profitable, but does not expect significant changes to the Escher Group's locations of business or to redeploy any of its fixed assets as a result of its review.

Hanover BidCo's intention is to grow the Escher business and although the review may result in some headcount reductions to specific functions, it does not anticipate any reductions will be significant.

Hanover BidCo does not expect to make any material changes to the conditions of employment of Escher Group employees or management or their location of employment. Hanover BidCo confirms that, following implementation of the Offer, the existing contractual and statutory employment rights, including in relation to pensions, of all Escher employees will be honoured.

On or shortly after the date the Offer becomes or is declared wholly unconditional it is proposed that the non-executive Directors will resign from the board of Escher and will be replaced by directors appointed by Hanover BidCo.

In accordance with Rule 16.2 of the Irish Takeover Rules, Hanover BidCo confirms that no incentivisation arrangements are proposed for Escher's management.

The Escher Directors welcome Hanover BidCo's approach and intentions regarding the future of the Escher Group's employees and places of business, and the value that Hanover BidCo attaches to the skills and experience of the Escher Group's management and employees. The Escher Directors welcome the approach that Hanover BidCo is intending to take to ensuring that the distinctive ethos of Escher's brands is maintained.

The Escher Directors welcome the statement that there are unlikely to be significant reductions in headcount and that there is no intention to make any material changes to the conditions of employment of the employees. It is also noted that Hanover BidCo expects Escher Group to continue to operate, principally as it does today, from its existing locations and places of business.

   10.        Escher Share Scheme

The Offer will extend to any Escher Shares issued or unconditionally allotted, and any Treasury Shares unconditionally sold or transferred by Escher, in each case, prior to the date on which the Offer closes (or such earlier date as Hanover BidCo may, subject to the Irish Takeover Rules, decide) as a result of the exercise of options granted under the Escher Share Scheme.

Under the Escher Share Scheme, there are currently 221,336 options vested and in the money. It has been agreed that the Offer to the participants with vested options of the Escher Share Scheme will be made on a net cash settlement basis. Options that are vested and have a strike price in euros will convert into pound sterling at the prevailing sterling / euro exchange rate at the time of posting of the Offer Document.

Under the Escher Share Scheme, the chief financial officer of Escher has a tranche of 60,000 options that have met all the vesting criteria and are expected to vest during the course of the Offer Period on 1 April 2018. As agreed with Hanover BidCo and pursuant to the existing terms of the Escher Share Scheme, Escher's Remuneration Committee is intending to include these 60,000 options within the terms of the Offer. No other employees or members of the management team have options vesting during the Offer Period.

In total, there will be 281,336 options vested by the time of the Offer becoming unconditional which will be subject to the Offer. The participants of the Escher Share Scheme can expect to receive from Hanover BidCo a more detailed proposal of how they can exercise their vested options in due course and Escher option holders may wish to await receipt of these details before taking any action with regards to their options.

   11.        Profit Forecast

In the trading update dated 14 November 2017, Escher made the following statement in relation to its financial targets for the twelve months to 31 December 2017:

"...Group revenues are now expected to be approximately US$18m for the year to 31 December 2017 with licence revenues, which have a high margin, materially lower than expectations" and "The adjusted EBITDA(1) , excluding exceptional items, is expected to be approximately US$2.7m for the year to 31 December 2017".

1. Operating profit before, depreciation, amortisation, share-based payments and exceptional items.

In the year end trading update dated 12 January 2018, Escher made the following statement in relation to its financial targets for the twelve months to 31 December 2017:

"Group revenue is expected to be marginally ahead of the figure published in the Trading Update on 14 November 2017 and adjusted EBITDA(2) is expected to be in the order of $2.8m".

2. Operating profit before, depreciation, amortisation, share-based payments and exceptional items.

The above statements constitute a profit forecast for the purposes of the Irish Takeover Rules (the "Profit Forecast") and a confirmation of that Profit Forecast respectively. The Profit Forecast relates to the period ending 31 December 2017 and relates to the Group's adjusted EBITDA. The Escher Directors confirm that the Profit Forecast remains valid and confirm that the Profit Forecast has been properly compiled on the basis of the assumptions stated below and that the basis of accounting used is consistent with Escher's accounting policies. The Profit Forecast does not take into account any impact of the Offer.

The Escher Directors prepared the Profit Forecast on the basis of the following assumptions, any of which could turn out to be incorrect and therefore affect whether the Profit Forecast is achieved:

11.1 there will be no material change in legislation or regulatory requirements impacting on the Escher Group's operations or its accounting policies;

11.2 there will be no material litigation or regulatory investigations, or material unexpected developments in any existing litigation or regulatory investigation, in relation to any of Escher's operations, products or services; and

11.3 no significant errors, omissions, misstatements or incorrect estimations will be identified by the auditors in the course of their normal annual audit which might materially impact the Profit Forecast, either positively or negatively.

   12.        Further details of the Offer

The Escher Shares will be acquired under the Offer fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Offer becomes or is declared unconditional in all respects.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Escher in respect of Escher Shares on or after the date of this announcement and prior to the Offer becoming or being declared unconditional in all respects, Hanover BidCo will have the right to reduce the value of the consideration payable for each Escher Share by up to the amount per Escher Share of such dividend, distribution or return of value except where the Escher Share is or will be acquired pursuant to the Offer on a basis which entitles Hanover BidCo to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this announcement and Hanover BidCo exercises its rights described above, any reference in this announcement to the consideration payable under the Offer shall be deemed to be a reference to the consideration as so reduced. Any exercise by Hanover BidCo of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer.

13. 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 and the Offer becomes or is declared unconditional in all respects, 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 the Offer becomes or is declared unconditional in all respects and 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.

   14.        Offer-related arrangement 
   14.1      Confidentiality Agreement

Hanover Investors and Escher entered into a mutual non-disclosure agreement on 22 December 2017 (as supplemented on 2 February 2018), pursuant to which Hanover Investors and Escher have undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than permitted recipients) unless required by applicable law or regulation (the "Confidentiality Agreement"). These confidentiality obligations will remain in force until the earlier of (a) the completion of a business transaction between Hanover Investors and Escher; and (b) a period of 12 months following the issue of a notice in writing by either party to the Confidentiality Agreement that negotiations in relation to a business transaction between Hanover Investors and Escher have terminated. The Confidentiality Agreement also contains certain non-solicit restrictions on Escher in the context of the Offer.

   14.2      Expenses Reimbursement Agreement

Escher has entered into the Expenses Reimbursement Agreement dated 8 February 2018 with Hanover Fund, the terms of which have been approved by the Panel. Under the Expenses Reimbursement Agreement, Escher has agreed to pay to Hanover Fund in certain circumstances an amount equal to all documented, specific, quantifiable third party costs and expenses incurred by Hanover BidCo, or on its behalf, for the purposes of, in preparation for, or in connection with the Offer, including, but not limited to, exploratory work carried out in contemplation of and in connection with the Offer, legal, financial and commercial due diligence and engaging advisers to assist in the process. The liability of Escher to pay these amounts shall arise only after the date of this Announcement and is limited to a maximum amount equal to 1 per cent. of the total value attributable to the entire issued and to be issued share capital of Escher under the Offer (excluding, for the avoidance of doubt, any treasury shares and any interest in Escher Shares held by Hanover BidCo or any person Acting in Concert with Hanover BidCo) as ascribed by the terms of the Offer as set out in this Announcement. The amount payable by Escher to Hanover Fund under such provisions of the Expenses Reimbursement Agreement will exclude (a) any amounts in respect of VAT incurred by Hanover BidCo attributable to such third party costs other than Irrecoverable VAT incurred by Hanover BidCo and (b) any amounts paid or payable by Hanover in connection with any financing.

The circumstances in which such payment will be made are if:

   (a)        following the publication of this announcement Escher's Board: 
   (i)         declines to include that recommendation of the Offer in the Offer Document;

(ii) any one or more of them withdraws or adversely modifies its recommendation of the Offer; or

(iii) recommends (or clearly indicates or announces an intention to recommend) any Escher Alternative Proposal ;

(b) following the publication of this announcement all of the following occur in sequential order:

(i) an Escher Alternative Proposal is publicly disclosed or any person shall have publicly announced an intention (whether or not conditional) to make an Escher Alternative Proposal;

(ii) the Offer subsequently lapses or (with the consent of Escher) is withdrawn or does not become effective; and

(iii) the Escher Alternative Proposal becomes effective or unconditional within nine (9) months of the disclosure or announcement of such Escher Alternative Proposal.

Panmure Gordon, financial advisers to Escher, along with the Escher Directors, have each confirmed in writing to the Panel that in their respective opinions, in the context of the Note to Rule 21.2 of the Takeover Rules and the Offer, the Expenses Reimbursement Agreement is in the best interests of Escher and Escher Shareholders.

   15.        Financing of the Offer

The cash consideration due under the Offer will be funded from existing cash resources of the Hanover Fund, made available to Hanover BidCo, further details of which will be set out in the Offer Document.

N+1 Singer, financial adviser to Hanover BidCo, is satisfied that sufficient resources are available to Hanover BidCo to satisfy in full the cash consideration payable under the terms of the Offer.

   16.        Disclosure of interests in Escher Shares

Save for the shareholding and irrevocable undertakings referred to in section 8 above, as at close of business on 7 February 2018, being the last practicable Business Day prior to this announcement, neither Hanover BidCo, Hanover Investors, the Hanover Fund, nor any of the directors or members (as applicable) of Hanover BidCo, Hanover Investors or the Hanover Fund nor, so far as Hanover BidCo, Hanover Investors, the Hanover Fund and the directors of Hanover BidCo, Hanover Investors and the Hanover Fund are aware, any person acting, or deemed to be acting, in concert with Hanover BidCo for the purposes of the Offer has:

   16.1      any interest, or right to subscribe for, any relevant securities of Escher;

16.2 any short positions in respect of any securities of Escher (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Escher;

16.3 borrowed or lent any relevant Escher securities (save for any borrowed relevant securities which have either been on-lent or sold);

16.4 procured an irrevocable commitment or letter of intent to accept or procure acceptance of the Offer or vote in favour of a scheme of arrangement in respect of any relevant Escher securities; or

   16.5      any arrangement in relation to any relevant Escher securities. 
   17.        Expected timetable

The Offer Document will be sent to Escher Shareholders (other than those in a Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement (or such later date as is agreed between the Irish Takeover Panel and Hanover BidCo).

   18.        Documents available on website

Copies of the following documents will be available at www.hanoverinvestors.com until the end of the Offer:

   -          the irrevocable undertakings listed in Appendix III to this announcement; 
   -          the Confidentiality Agreement referred to in section 13.1 above; 
   -          the Expenses Reimbursement Agreement referred to in section 13.2 above; and 
   -          this announcement. 
   19.        Market quotations

The following table shows the closing middle market price of Escher Shares on the following dates, unless otherwise indicated:

- the first Business Day of each of the six months immediately before the date of this announcement; and

   -          7 February 2018, being the last Business Day before this announcement. 
 
 Date                Price per Escher 
                      Share (pence) 
------------------  ----------------- 
 1 September 2017    210 
------------------  ----------------- 
 2 October 2017      205 
------------------  ----------------- 
 1 November 2017     177.5 
------------------  ----------------- 
 1 December 2017     140 
------------------  ----------------- 
 2 January 2018      140 
------------------  ----------------- 
 1 February 2018     160 
------------------  ----------------- 
 7 February 2018     150 
------------------  ----------------- 
 
   20.        General

This announcement does not constitute an offer or an invitation to purchase any securities.

The Offer will be made subject to the Conditions and on the terms contained in Appendix I to this announcement and on the further terms and Conditions to be set out in the Offer Document. The Offer will be governed by Irish law and subject to the applicable rules and regulations of the London Stock Exchange, the Irish Takeover Panel and the FCA.

The person responsible for arranging release of this announcement on behalf of Hanover BidCo is Fred Lundqvist, Partner at Hanover Investors.

The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains bases and sources of certain information contained within this announcement. Appendix III contains details of the irrevocable undertakings given to Hanover BidCo. Appendix IV contains the definitions of certain terms used in this announcement.

This announcement is being made pursuant to Rule 2.5 of the Irish Takeover Rules.

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/Karri     Tel: +44 (0) 20 7886 2500 
  Vuori/ Ryan 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

Further information

Please be aware that addresses, electronic addresses and certain other information provided by Escher Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Escher may be provided to Hanover BidCo during the offer period as required under Section 3 of Appendix 1 of the Irish Takeover Rules.

Overseas jurisdictions

US shareholders

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 the UK and Ireland 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 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.

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.

Forward-looking statements

Rule 2.10 disclosure

Publication 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.

Inside information and Market Abuse Regulation (Regulation 596/2014) ("MAR")

APPIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer, which will be made by Hanover BidCo, will comply with the Irish Takeover Rules. The Offer and any dispute or claim arising out of, or in connection with, it (whether contractual or non-contractual in nature) will be governed by, and construed in accordance with, Irish law and be subject to the jurisdiction of the courts of Ireland. The Offer will be made on the terms and conditions set out in the Offer Document.

   1.         CONDITIONS OF THE OFFER

The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. on the first closing date of the Offer (or such later time(s) and date(s) as Hanover BidCo may, subject to the rules of the Irish Takeover Rules, decide) in respect of such number of Escher Shares to which the Offer relates which, together with all other Escher Shares which Hanover BidCo has acquired or agreed to acquire (whether pursuant to the Offer or otherwise), carry in aggregate more than 50 per cent. of the voting rights then exercisable at general meetings of Escher including (to the extent, if any, required by the Irish Takeover Panel for this purpose) any such voting rights attaching to any Escher Shares that may be unconditionally allotted or issued, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, before the Offer becomes or is declared unconditional as to acceptances. For the purposes of this condition:

(i) the expression "Escher Shares to which the Offer relates" shall be construed in accordance with Part 9 of the Irish Companies Act;

(ii) the expression "shares that may be unconditionally allotted or issued" shall include any Treasury Shares which are unconditionally transferred or sold by Escher;

(iii) shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on being entered into the register of members of Escher; and

(iv) valid acceptances shall be deemed to have been received in respect of Escher Shares which are treated for the purposes of section 457 of the Irish Companies Act as having been acquired or contracted to be acquired by Hanover BidCo by virtue of acceptances of the Offer;

(b) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body, Merger Control Authority or any other person or body in any jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be outstanding any statute, regulation, order or decision, which would or might reasonably be expected to (in any case which is material in the context of the Offer as a whole):

(i) make the Offer or the acquisition of any Escher Shares, or control of Escher by Hanover BidCo void, illegal or unenforceable or otherwise restrict, restrain, prohibit, delay or interfere with the implementation thereof, or impose additional conditions or obligations with respect thereto, or require amendment thereof or otherwise challenge or interfere therewith;

(ii) require or prevent the divestiture by any member of the Escher Group or any company of which 20 per cent. or more of the voting capital is held by any member of the Escher Group or any partnership, joint venture, firm or company in which any member of the Escher Group may be interested (the "wider Escher Group") or by any member of the Hanover BidCo Group or any company of which 20 per cent. or more of the voting capital is held by the Hanover BidCo Group or any partnership, joint venture, firm or company in which any member of the Hanover BidCo Group may be interested (the "wider Hanover BidCo Group") of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses or own any of their assets or property;

(iii) impose any limitation on or result in a delay in the ability of any member of the wider Escher Group or the wider Hanover BidCo Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible into shares in any member of the wider Escher Group or of the wider Hanover BidCo Group held or owned by it or to exercise management control over any member of the wider Escher Group or of the wider Hanover BidCo Group to an extent which is material in the context of the wider Escher Group taken as a whole or, as the case may be, the Hanover BidCo Group taken as a whole;

(iv) other than pursuant to the implementation of the Offer, require any member of the wider Hanover BidCo Group or the wider Escher Group to acquire or offer to acquire any shares or other securities in any member of the wider Escher Group; or

(v) otherwise materially and adversely affect the assets, business, profits or prospects of any member of the wider Hanover BidCo Group or of any member of the wider Escher Group,

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(c) all material notifications and filings which are necessary having been made, all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in respect of the Offer and the acquisition of any Escher Shares, or of control of Escher, by Hanover BidCo, and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary or appropriate in any jurisdiction for, or in respect of, the Offer and the proposed acquisition of any Escher Shares, or of control of Escher, by Hanover BidCo and to carry on the business of any member of the wider Hanover BidCo Group or of the wider Escher Group having been obtained, in terms and in a form reasonably satisfactory to Hanover BidCo, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the wider Hanover BidCo Group or the wider Escher Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect at the time at which the Offer becomes unconditional in all respects and Hanover BidCo having no knowledge of an intention or proposal to revoke, suspend or modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(d) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit or other instrument to which any member of the wider Escher Group is a party or by or to which any such member or any of their assets is or may be bound, entitled or be subject to and which, in consequence of the Offer or the acquisition or proposed acquisition of any Escher Shares, or control of Escher, by Hanover BidCo or otherwise, would or might reasonably be expected to, result in (in any case which is material in the context of the wider Escher Group, taken as a whole):

(i) any monies borrowed by, or other indebtedness actual or contingent of, any such member of the wider Escher Group being or becoming repayable or being capable of being declared immediately or prior to its or their stated maturity or the ability of any such member to borrow monies or incur any indebtedness being inhibited or becoming capable of being withdrawn;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) being enforced or becoming enforceable;

(iii) any such arrangement, agreement, licence or instrument being terminated or adversely modified or any action being taken of an adverse nature or any obligation or liability arising thereunder;

(iv) any assets of any such member being disposed of or charged, or right arising under which any such asset could be required to be disposed of or charged, other than in the ordinary course of business;

(v) the interest or business of any such member of the wider Escher Group in or with any firm or body or person, or any agreements or arrangements relating to such interest or business, being terminated or adversely modified or affected;

(vi) any such member ceasing to be able to carry on business under any name under which it presently does so;

(vii) the creation of liabilities (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(viii) the financial or trading position of the wider Escher Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of the wider Escher Group is a party, or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in paragraphs (i) to (viii) of this condition (d);

   (e)        except as Disclosed, no member of the wider Escher Group having, since 31 December 2016:

(i) issued, agreed to issue or proposed the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save as between Escher and wholly-owned subsidiaries of Escher and save for options granted, and for any Escher Shares allotted upon exercise of options granted under the Escher Share Sche before the date hereof), or redeemed, purchased or reduced any part of its share capital;

   (ii)        sold or transferred or agreed to sell or transfer any Treasury Shares;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution other than to Escher or a wholly-owned subsidiary of Escher;

(iv) other than pursuant to the Offer (and save as between Escher and wholly-owned subsidiaries of Escher) agreed, authorised, proposed or announced its intention to propose any merger or demerger or acquisition or disposal of assets or shares (other than in the ordinary course of business) or to any material change in its share or loan capital in any such case, to an extent which is material in the context of the wider Escher Group, taken as a whole;

(v) (save as between Escher and wholly-owned subsidiaries of Escher) issued, authorised or proposed the issue of any debentures or, except in the ordinary course of business, incurred any indebtedness or contingent liability which in any case is material in the context of the wider Escher Group, taken as a whole;

(vi) (save as between Escher and wholly-owned subsidiaries of Escher) acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other than in the ordinary course of trading) which in any case is material in the context of the wider Escher Group, taken as a whole;

(vii) entered into or varied or announced its intention to enter into or vary any contract, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual nature or involves or could involve an obligation of an unusual nature or magnitude which in any case is material in the context of the wider Escher Group, taken as a whole;

(viii) entered into or proposed or announced its intention to enter into any reconstruction, amalgamation, transaction or arrangement (otherwise than in the ordinary course of business);

(ix) taken any action nor having had any steps taken or legal proceedings started or threatened against it for its winding-up or dissolution or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, trustee or similar officer of it or any of its assets (or any analogous proceedings or appointment in any overseas jurisdiction) which in any case is material in the context of the wider Escher Group, taken as a whole;

(x) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which in any case is material in the context of the wider Escher Group, taken as a whole;

(xi) entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of the directors of Escher;

(xii) waived, compromised or settled any claim which is material in the context of the wider Escher Group; or

(xiii) entered into or made an offer (which remains open for acceptance) to enter into any agreement, arrangement or commitment or passed any resolution with respect to any of the transactions or events referred to in this condition (e);

   (f)        since 31 December 2016, except as Disclosed:

(i) there having been no adverse change in the business, assets, financial or trading position or profits or prospects of any member of the wider Escher Group which in any case is material in the context of the wider Escher Group, taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened by or against or remain outstanding against any member of the wider Escher Group and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the wider Escher Group having been threatened, announced or instituted or remaining outstanding which in any case would have a material adverse effect on the wider Escher Group, taken as a whole; and

(iii) no contingent or other liability having arisen or been incurred other than in the ordinary course of business which might reasonably be expected to adversely affect any member of the Escher Group to an extent which is material in the context of the wider Escher Group, taken as a whole;

   (g)        Hanover BidCo not having discovered that, save as Disclosed:

(i) the financial, business or other information concerning the wider Escher Group which has been disclosed at any time by or on behalf of any member of the wider Escher Group whether publicly (by the delivery of an announcement to a Regulatory Information Service) or to Hanover BidCo or its professional advisers, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which in any case is material in the context of the wider Escher Group, taken as a whole;

(ii) any member of the wider Escher Group is subject to any liability, contingent or otherwise and which has arisen other than in the ordinary course of business, which is not disclosed in the annual report and accounts of Escher for the financial year ended 31 December 2016 or in the unaudited interim accounts for the six month period to 30 June 2017 and which in any case is material in the context of the wider Escher Group, taken as a whole;

(iii) any past or present member of the wider Escher Group has not complied in any respect with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Escher Group which in any case is material in the context of the wider Escher Group, taken as a whole;

(iv) there has been a disposal, spillage, emission, discharge or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the wider Escher Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Escher Group which in any case is material in the context of the wider Escher Group, taken as a whole;

(v) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider Escher Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction which in any case is material in the context of the wider Escher Group, taken as a whole; or

(vi) circumstances exist whereby a person or class of persons would be reasonably likely to have any claim or claims in respect of any product or process of manufacture, or materials used therein, now or previously manufactured, sold or carried out by any past or present member of the wider Escher Group which claim or claims would be likely to affect adversely any member of the wider Escher Group which in any case is material in the context of the wider Escher Group, taken as a whole.

Hanover BidCo reserves the right to waive, in whole or in part, all or any of conditions (b) to (g) inclusive. Hanover BidCo also reserves the right, subject to the consent of the Irish Takeover Panel, to extend the time allowed under the Irish Takeover Rules for satisfaction of condition (a) until such time as conditions (b) to (g) have been satisfied, fulfilled or, to the extent permitted, waived. If Hanover BidCo is required by the Irish Takeover Panel to make an offer for Escher Shares under the provisions of Rule 9 of the Irish Takeover Rules, Hanover BidCo may make such alterations to the above conditions as are necessary to comply with the provisions of that Rule.

Hanover BidCo reserves the right, with the consent of Escher and the Irish Takeover Panel to elect to implement the acquisition of the Escher Shares by way of a Scheme of Arrangement under Chapter 1 of Part 9 of the Irish Companies Act. In such event, the Scheme of Arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer. In particular, condition (a) will not apply and the Scheme of Arrangement will become effective and binding following:

(i) approval at the Court Meeting (or any adjournment thereof) by a majority in number of the Escher Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Escher Shares held by such holders;

(ii) the resolutions required to approve and implement the Scheme of Arrangement and to be set out in the notice of General Meeting of the holders of the Escher Shares being passed by the requisite majority at such General Meeting; and

(iii) the sanction of the Scheme of Arrangement and an office copy of the order of the Court sanctioning the Scheme of Arrangement being delivered for registration to the Registrar of Companies in Ireland.

The Offer will lapse unless the conditions set out above (other than condition (a) to the Offer) are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Hanover BidCo in its reasonable opinion to be or to remain satisfied by no later than 21 days after the later of the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, or such later date as Hanover BidCo may, with the consent of the Panel, decide. Hanover BidCo shall be under no obligation to waive or treat as satisfied any of conditions (b) to (h) inclusive by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment or satisfaction.

   2.         FURTHER TERMS OF THE OFFER

(a) The Offer will extend to all Escher Shares unconditionally allotted or issued on the date on which the Offer is made, and any further Escher Shares unconditionally allotted or issued, and any Treasury Shares unconditionally sold or transferred by Escher, in each case, while the Offer remains open for acceptance.

(b) The Escher Shares will be acquired under the Offer fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Offer becomes or is declared unconditional in all respects.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Escher in respect of a Escher Share on or after the date of this announcement and prior to the Offer becoming or being declared unconditional in all respects Hanover BidCo will have the right to reduce the value of the consideration payable for each Escher Share by up to the amount per Escher Share of such dividend, distribution or return of value except where the Escher Share is or will be acquired pursuant to the Offer on a basis which entitles Hanover BidCo to receive the dividend, distribution or return of value and to retain it.

(c) Under Rule 13.3 of the Irish Takeover Rules, Hanover BidCo may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Hanover BidCo in the context of the Offer and the offeror has consulted the Irish Takeover Panel and the Irish Takeover Panel is satisfied that in the prevailing circumstances it would be reasonable for the offeror to do so. The conditions contained in paragraphs 1(a) and (b) are not subject to this provision of the Irish Takeover Rules.

APPIX II

BASES AND SOURCES OF INFORMATION

Save as otherwise set out in this announcement, the following constitute the bases and sources of information referred to in this announcement:

1. Financial information relating to Escher has been extracted from its Annual Report and the unaudited interim report for the six month period ended 30 June 2017.

2. All information relating to Hanover Investors, the Hanover Fund and Hanover BidCo has been provided by persons authorised by the Hanover BidCo Board.

3. References to the value of the Offer of the whole of the issued and to be issued share capital of Escher assume the number of Escher Shares currently in issue to be 18,810,422 (including the 7,326 Escher Shares to be admitted to trading on AIM on 9 February 2018).

4. References to the availability to Hanover BidCo of the necessary resources to implement the Offer also assume that there are currently "in the money" options outstanding in respect of 281,336 unissued Escher Shares.

5. All share prices quoted for Escher Shares are the closing middle market price and are derived from the AIM appendix to the Daily Official List for the particular date(s) concerned.

APPIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

   1.         Irrevocable undertakings from the Escher Directors

Each of the Escher Directors who hold Escher Shares has irrevocably undertaken that he shall (and in relation to any beneficial holdings of Escher Shares that are registered in the name of a third party, that he shall procure that such third party shall):

(a) accept or procure the acceptance of the Offer in accordance with the terms of the Offer Document in respect of their current holding of Escher Shares;

(b) accept or procure the acceptance of the Offer in respect of any Escher Shares acquired by him through the exercise of options;

(c) not sell or transfer (other than pursuant to the Offer) or otherwise dispose of or charge all or any of his Escher Shares, nor enter into any agreement to do so; and

(d) not accept or undertake to accept any other offer in respect of the Escher Shares held by him or acquired through the exercise of options, or enter into any agreement to do so.

Details of the irrevocable undertakings received from the Escher Directors are as follows:

 
 Name of director     Number of shares   % of Issued 
                                          Share Capital 
-------------------  -----------------  --------------- 
 Liam Church          895,160            4.76 
-------------------  -----------------  --------------- 
 Fionnuala Higgins    895,160            4.76 
-------------------  -----------------  ---------------

The irrevocable undertakings from the Escher Directors will lapse: (i) if the Offer Document is not posted within 28 days of the date of this announcement (or such later date as is agreed between the Irish Takeover Panel and Hanover BidCo); (ii) if the Offer lapses or is withdrawn; or (iii) if applicable, the Scheme of Arrangement does not become unconditional in all respects or effective by 31 July 2018. The irrevocable undertakings from the Escher Directors will otherwise remain binding in all circumstances.

   2.         Irrevocable undertakings from certain Escher Shareholders

Each of the Escher Shareholders listed below has given an irrevocable undertaking that they shall (and in relation to any beneficial holdings of Escher Shares that are registered in the name of a third party, that they shall procure that such third party shall):

(a) accept or procure acceptance of the Offer in accordance with the terms of the Offer Document in respect of their current holding of Escher Shares or the Escher Shares which they control;

(b) not sell or transfer (other than pursuant to the Offer) or otherwise dispose of or charge any of the Escher Shares held by them or which they control, nor enter into any agreement to do so; and

(c) not accept or undertake to accept any other offer in respect of the Escher Shares held by them or which they control, nor enter into any agreement to do so.

 
 Name of Escher           Number of shares   % of Issued      Date of irrevocable 
  Shareholder                                 Share Capital    undertaking 
-----------------------  -----------------  ---------------  -------------------- 
                                                              7 February 
 Hanover ShareholderCo    4,803,114          25.53             2018 
-----------------------  -----------------  ---------------  -------------------- 
                                                              5 February 
 Bernard Somers           745,840            3.97              2018 
-----------------------  -----------------  ---------------  -------------------- 
                                                              5 February 
 Bacchantes Limited       610,002            3.24              2018 
-----------------------  -----------------  ---------------  -------------------- 
                                                              5 February

 John Quinn               587,827            3.13              2018 
-----------------------  -----------------  ---------------  --------------------

The above irrevocable undertakings will cease to be binding only if: (i) the Offer Document is not posted within 28 days of the date of this announcement (or such later date as is agreed between the Irish Takeover Panel and Hanover BidCo); (ii) the Offer lapses or is withdrawn; (iii) if applicable, the Scheme of Arrangement does not become unconditional in all respects or effective by 31 October 2018.

The above irrevocable undertakings will otherwise remain binding in all circumstances.

APPIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "Acting in Concert"             shall have the meaning 
                                  given to that term in 
                                  the Takeover Panel Act 
                                  1997 (as amended) 
 "AIM"                           AIM, a market operated 
                                  by the London Stock Exchange 
 "Annual Report"                 the annual report and 
                                  audited consolidated 
                                  accounts of Escher for 
                                  year ended 31 December 
                                  2016 
 "Business Day"                  a day (other than a Saturday 
                                  or Sunday) on which banks 
                                  are open for general 
                                  business in London 
 "Cash Offer"                    the cash offer of 185p 
                                  per Escher Share 
 "Conditions"                    the conditions to the 
                                  implementation of the 
                                  Offer which are set out 
                                  in Appendix I to this 
                                  announcement and to be 
                                  set out in the Offer 
                                  Document 
 "Confidentiality Agreement"     the mutual non-disclosure 
                                  agreement between Hanover 
                                  Investors and Escher 
                                  entered into on 22 December 
                                  2017 (as supplemented 
                                  on 2 February 2018), 
                                  pursuant to which Hanover 
                                  Investors and Escher 
                                  have undertaken to keep 
                                  confidential information 
                                  relating to the other 
                                  party and not to disclose 
                                  it to third parties (other 
                                  than permitted recipients) 
                                  unless required by applicable 
                                  law or regulation 
 "CREST"                         the relevant system of 
                                  paperless settlement 
                                  of trades and the holding 
                                  of uncertified shares 
                                  in respect of which Euroclear 
                                  UK & Ireland Limited 
                                  is the operator 
 "Dealing Disclosure"            an announcement pursuant 
                                  to Rule 8 of the Irish 
                                  Takeover Rules containing 
                                  details of dealings in 
                                  interests in relevant 
                                  securities of a party 
                                  to an offer 
 "Disclosed"                     (i) publicly announced 
                                  via a Regulatory Information 
                                  Service by or on behalf 
                                  of Escher prior to the 
                                  date of this announcement, 
                                  (ii) disclosed in the 
                                  Annual Report, (iii) 
                                  disclosed in the interim 
                                  report of Escher for 
                                  the six months ended 
                                  30 June 2017, or (iv) 
                                  as fairly disclosed in 
                                  writing by or on behalf 
                                  of Escher to Hanover 
                                  BidCo or its professional 
                                  advisers prior to the 
                                  date of this announcement 
 "EBITDA"                        Operating profit before, 
                                  depreciation, amortisation, 
                                  share-based payments 
                                  and exceptional items. 
 "Effective"                     the Offer having become 
                                  or having been declared 
                                  wholly unconditional 
                                  in accordance with its 
                                  terms 
 "Escher" or the "Company"       Escher Group Holdings 
                                  plc, a public limited 
                                  company incorporated 
                                  in Ireland with registration 
                                  number 440863 and having 
                                  its registered office 
                                  at 111 St Stephens Green, 
                                  Dublin 2, D02 RW29 
 "Escher Alternative Proposal"   any bona fide proposal 
                                  or bona fide offer made 
                                  by any person (other 
                                  than a proposal or offer 
                                  by Hanover Fund or any 
                                  person Acting in Concert 
                                  with the Hanover Fund 
                                  pursuant to Rule 2.5 
                                  of the Takeover Rules) 
                                  for (i) the acquisition 
                                  of Escher by scheme of 
                                  arrangement, takeover 
                                  offer or business combination 
                                  transaction; (ii) the 
                                  acquisition by any person 
                                  of 25% or more of the 
                                  assets of Escher and 
                                  its subsidiaries, taken 
                                  as a whole, measured 
                                  by either book value 
                                  or fair market value 
                                  (including equity securities 
                                  of Escher's subsidiaries); 
                                  (iii) the acquisition 
                                  by any person (or the 
                                  stockholders of any person) 
                                  of 50% or more of the 
                                  Escher Shares; or (iv) 
                                  any merger, business 
                                  combination, consolidation, 
                                  share exchange, takeover, 
                                  scheme of arrangement, 
                                  recapitalisation or similar 
                                  transaction involving 
                                  Escher as a result of 
                                  which the holders of 
                                  Escher Shares immediately 
                                  prior to such transaction 
                                  do not, in the aggregate, 
                                  own at least 75% of the 
                                  outstanding voting power 
                                  of the surviving or resulting 
                                  entity in such transaction 
                                  immediately after consummation 
                                  thereof 
 "Escher Board"                  the board of directors 
                                  of Escher 
 "Escher Directors"              the directors of Escher 
 "Escher Group"                  Escher and its subsidiary 
                                  undertakings 
 "Escher Shareholders"           holders of Escher Shares 
 "Escher Shares"                 ordinary shares of EUR0.005 
                                  each in the capital of 
                                  Escher 
 "Escher Share Scheme"           the share option scheme 
                                  adopted by the Escher 
                                  Directors on 24 November 
                                  2011 
 "Expenses Reimbursement         the expenses reimbursement 
  Agreement"                      agreement between Escher 
                                  and Hanover Fund dated 
                                  8 February 2018, the 
                                  terms of which have been 
                                  approved by the Irish 
                                  Takeover Panel 
 "FCA"                           the Financial Conduct 
                                  Authority 
 "General Partner"               Hanover Active Equity 
                                  Fund LP 
 "Hanover BidCo"                 Exeter Acquisition Limited, 
                                  a private limited company 
                                  incorporated in Ireland 
                                  with registration number 
                                  617563 and having its 
                                  registered office at

                                  Ten Earlsfort Terrace, 
                                  Dublin 2, D02 T380, Ireland 
 "Hanover BidCo Board"           the board of directors 
                                  of Hanover BidCo 
 "Hanover BidCo Group"           Hanover BidCo, its parent 
                                  undertakings and any 
                                  such parent undertaking's 
                                  subsidiary undertakings 
 "Hanover ShareholderCo"         Hanover Shareholdings 
                                  Limited, a private limited 
                                  company incorporated 
                                  in Ireland with registration 
                                  number 617564 and having 
                                  its registered office 
                                  at Ten Earlsfort Terrace, 
                                  Dublin 2, D02 T380, Ireland 
 "Hanover Fund"                  Hanover Active Equity 
                                  Fund LP 
 "Hanover HoldCo"                Escher Acquisition (Holding) 
                                  Limited, the sole shareholder 
                                  of Hanover BidCo 
 "Hanover HoldCo Directors"      the directors of Hanover 
                                  HoldCo 
 "Hanover Investors"             Hanover Investors Management 
                                  LLP 
 "Ireland"                       Ireland (excluding Northern 
                                  Ireland) 
 "Irish Companies Act"           the Companies Act 2014, 
                                  all enactments which 
                                  are to be read as one 
                                  with, or construed or 
                                  read together as one 
                                  with the Companies Act 
                                  2014 and every statutory 
                                  modification and re-enactment 
                                  thereof for the time 
                                  being in force 
 "Irish Takeover Panel"          the Irish Takeover Panel 
 "Irish Takeover Rules"          the Irish Takeover Panel 
                                  Act 1997, as amended, 
                                  the Irish Takeover Rules, 
                                  2013 
 "Issued Share Capital           the issued share capital 
  of Escher"                      of Escher on 7 February 
                                  2018, being the Business 
                                  Day prior to the release 
                                  of this announcement 
                                  (including the 7,326 
                                  Escher Shares to be admitted 
                                  to trading on AIM on 
                                  9 February 2018) 
 "London Stock Exchange"         London Stock Exchange 
                                  plc 
 "Manager"                       Hanover Investors Management 
                                  (Cayman) Limited 
 "Merger Control Authority"      any national, supra-national 
                                  or regional, government 
                                  or governmental, quasi- 
                                  governmental, statutory, 
                                  regulatory or investigative 
                                  body or court, in any 
                                  jurisdiction, responsible 
                                  for the review and/or 
                                  approval of mergers, 
                                  acquisitions, concentrations, 
                                  joint ventures, or any 
                                  other similar matter 
 "N+1 Singer"                    Nplus1 Singer Advisory 
                                  LLP of 1 Bartholomew 
                                  Lane, London, EC2N 2AX, 
                                  United Kingdom, being 
                                  financial advisor to 
                                  Hanover BidCo 
 "Offer"                         the recommended cash 
                                  offer to be made by Hanover 
                                  BidCo to acquire all 
                                  of the Escher Shares 
                                  on the terms and subject 
                                  to the conditions to 
                                  be set out in a formal 
                                  offer document and the 
                                  form of acceptance relating 
                                  thereto, and where the 
                                  context so requires, 
                                  any subsequent revision, 
                                  variation, extension 
                                  or renewal of such offer 
 "Offer Document"                the document to be sent 
                                  to Escher Shareholders 
                                  on behalf of Hanover 
                                  BidCo containing the 
                                  terms and conditions 
                                  of the Offer 
 "Offer Period"                  shall have the meaning 
                                  given to that term in 
                                  the Takeover Rules 
 "Panmure Gordon"                Panmure Gordon (UK) Limited 
                                  of One New Change, London, 
                                  EC4M 9AF, United Kingdom, 
                                  being financial advisor 
                                  to Escher 
 "Regulatory Information         a primary information 
  Service"                        provider which has been 
                                  approved by the FCA to 
                                  disseminate regulated 
                                  information 
 "Remuneration Committee"        the remuneration committee 
                                  of the Escher Board 
 "Restricted Jurisdiction"       any jurisdiction where 
                                  local laws or regulations 
                                  may result in a significant 
                                  risk of civil, regulatory 
                                  or criminal exposure 
                                  if information concerning 
                                  the Offer is sent or 
                                  made available to Escher 
                                  Shareholders in that 
                                  jurisdiction 
 "subsidiary"                    has the meaning given 
                                  to it in in section 7 
                                  of the Irish Companies 
                                  Act 
 "subsidiary undertaking"        has the meaning given 
                                  to it in in section 275 
                                  of the Irish Companies 
                                  Act 
 "Treasury Shares"               shares held as treasury 
                                  shares pursuant to section 
                                  109 of the Irish Companies 
                                  Act 
 "UK" or "United Kingdom"        the United Kingdom of 
                                  Great Britain and Northern 
                                  Ireland 
 "US" or "United States"         the United States of 
                                  America, its territories 
                                  and possessions, any 
                                  state of the United States 
                                  of America, the District 
                                  of Columbia, and all 
                                  other areas subject to 
                                  its jurisdiction 
 "$" or "Dollar"                 U.S. dollars, the lawful 
                                  currency for the time 
                                  being of the United States 
 "GBP" or "Sterling"             pounds sterling, the 
                                  lawful currency for the 
                                  time being of the UK 
                                  and references to "pence" 
                                  and "p" shall be construed 
                                  accordingly

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFGDGDDCUGBGII

(END) Dow Jones Newswires

February 08, 2018 02:00 ET (07:00 GMT)

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