TIDMESCH
RNS Number : 2814E
Escher Group Holdings PLC
08 February 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
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)
Further to the announcement made earlier (the "Announcement") by
Harrow Bidco and Escher plc (AIM: ESCH), a summary of the
Announcement is below with the full text available on Escher's
website.
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BidCo receiving valid acceptances (which have not been withdrawn)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.
Appendix II contains bases and sources of certain information.
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.
The Group now expects to publish its year end results during the
week commencing 12 March 2018.
Enquiries:
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/Chris Tel: +44 (0) 20 7457
Birt 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBEAXAPEENPEEF
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