TIDMESCH
RNS Number : 1558M
Escher Group Holdings PLC
26 April 2018
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
26 April 2018
Recommended Cash Offer for
Escher Group Holdings plc ("Escher" or the "Company") by
Exeter Acquisition Limited ("Hanover BidCo")
(an investment vehicle ultimately wholly-owned by Hanover Active
Equity Fund LP)
Intention to delist
The Board of Escher (the "Board") notes the announcement earlier
today by Hanover BidCo of its intention to close its recommended
cash offer to acquire the entire issued and to be issued ordinary
share capital of Escher (the "Offer") for acceptances.
Hanover BidCo announced on 26 April 2018, that as at 5:00 p.m.
(Irish time) on 25 April 2018, being the last Business Day prior to
this announcement, Hanover Bidco had received valid acceptances of
the Offer in respect of a total of 14,777,501 Escher Shares,
representing approximately 77.40 per cent. of the existing issued
share capital of Escher, which may be counted towards the
satisfaction of the Acceptance Condition.
By virtue of its shareholdings and acceptances of the Offer,
Hanover Bidco has acquired, or agreed to acquire Escher Shares
representing in excess of 75 per cent. of the voting rights of
Escher. Accordingly, at the request of Hanover BidCo, and as set
out in the Offer Document dated 7 March 2018, the Board has applied
for the cancellation of admission to trading on AIM of Escher
Shares (the "Delisting").
Escher confirms that the 20 business days' notice period for the
cancellation of listing of Escher Shares on AIM and the trading of
Escher Shares on AIM has commenced. Admission of the Escher Shares
to trading on AIM will be cancelled without the requirement for a
resolution of shareholders approving such cancellation pursuant to
Rule 41 of the AIM Rules. It is anticipated that the cancellation
of listing and trading will take effect on or shortly after 7.00
a.m. (London time) on 25 May 2018.
The Delisting will significantly reduce the liquidity and
marketability of any Escher Shares not acquired by Hanover BidCo
and the Board therefore recommends those Escher Shareholders who
have not already accepted the Offer to accept the Offer as soon as
possible. The procedure for acceptance of the Offer is set out in
the Offer Document.
Capitalised terms used throughout this announcement shall have
the same meaning as those definitions set out in the Offer
Document.
Escher Group Holdings plc
Matthew Peacock Tel: +44 (0) 20 7766 8400
Tom Russell
Panmure Gordon (Financial adviser, Rule 3 adviser, nominated
adviser and broker to Escher)
Andrew Godber/Alina Vaskina/Ryan Tel: +44 (0) 20 7886 2500
McCarthy (Corporate Finance)
Erik Anderson (Corporate Broking)
Instinctif Partners (PR adviser to Escher)
Adrian Duffield/Chris Birt Tel: +44 (0) 20 7457 2020
Responsibility statement
The Hanover BidCo Directors and the Hanover HoldCo Directors
accept responsibility for the information contained in this
Announcement relating to Hanover BidCo, the Hanover BidCo Group and
the Hanover BidCo Directors and members of their immediate
families, related trusts and persons connected with them. To the
best of the knowledge and belief of the Hanover BidCo Directors and
the Hanover HoldCo Directors (who have taken all reasonable care to
ensure such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The Escher Directors accept responsibility for the information
contained in this Announcement relating to Escher, the Escher Group
and the Escher Directors and members of their immediate families,
related trusts and persons connected with them. To the best of the
knowledge and belief of the Escher Directors (who have taken all
reasonable care to ensure such is the case), the information
contained in this Announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Hanover BidCo and no-one else in connection
with the Offer and will not be responsible to anyone other than
Hanover BidCo for providing the protections afforded to clients of
N+1 Singer, nor for providing advice in relation to the Offer or
any matters referred to in this announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Escher and no-one else in connection with
the Offer and will not be responsible to anyone other than Escher
for providing the protections afforded to clients of Panmure
Gordon, nor for providing advice in relation to the Offer or any
matters referred to in this announcement.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than Ireland may be restricted by law. Therefore persons into
whose possession this announcement comes who are not resident in
Ireland should inform themselves about, and observe, any applicable
restrictions. Escher Shareholders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with Irish law and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside Ireland.
US shareholders
The Offer will be for the securities of a corporation organised
under the laws of Ireland and is subject to the procedure and
disclosure requirements of the United Kingdom and Ireland, which
are different from those of the United States. The Offer will be
made in the United States pursuant to the applicable provisions of
Section 14(e) of, and Regulation 14E under, the US Securities
Exchange Act of 1934 (the "Exchange Act"), and otherwise in
accordance with the requirements of the Irish Takeover Rules.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and laws. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Offer or passed comment upon the
adequacy or completeness of this announcement. It may be difficult
for US holders of Escher Shares to enforce their rights under any
claim arising out of the US federal securities laws, since Hanover
BidCo and Escher are located outside of the United States, and
their officers and directors are resident outside of the United
States.
The receipt of cash pursuant to the Offer by a US holder of
Escher Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US shareholder of Escher is urged
to consult with his, her or its independent professional adviser
regarding any acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such
holder's acceptance of the Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Irish Takeover Rules and normal
market practice in Ireland and the UK and Rule 14e-5 under the
Exchange Act, Hanover BidCo or its nominees or brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, Escher Shares
outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Such purchases, or arrangements to purchase, will comply with all
applicable UK and Irish laws and regulations, including the Irish
Takeover Rules, the AIM Rules, and Rule 14e-5 under the Exchange
Act to the extent applicable. Any information about any such
purchases will be disclosed in accordance with applicable UK and
Irish laws and regulations, on the Regulatory News Service on the
London Stock Exchange website, www.londonstockexchange.com. To the
extent that such information is made public in the United Kingdom
and Ireland, this information will also be publicly disclosed in
the United States.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.hanoverinvestors.com and www.eschergroup.com
by no later than 12 noon on the Business Day following the date of
this announcement.
The contents of Hanover Investors' website and Escher's website
are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAELSALEPEAF
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