TIDMESCH
RNS Number : 7680H
Exeter Acquisition Limited
15 March 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.
14 MARCH 2018
Recommended Cash Offer for
Escher Group Holdings plc ("Escher") by
Exeter Acquisition Limited ("Hanover BidCo")
(an investment vehicle ultimately wholly-owned by Hanover Active
Equity Fund LP)
PUBLICATION OF RULE 15 PROPOSALS & FURTHER TERMS OF THE
OFFER
On 7 March 2018, Hanover BidCo announced that it had published
and was posting the Offer Document in relation to its recommended
cash offer for the entire issued and to be issued share capital of
Escher, together with the associated Form of Acceptance, to Escher
Shareholders and, for information purposes only, to persons with
information rights and participants in the Escher Share Scheme.
Hanover BidCo confirms that as required by Rule 15 of the
Takeover Rules it has also published and posted to participants in
the Escher Share Scheme a document explaining the effect of the
Offer on, and set out the proposals made in respect of, their
Options (the "Proposal Letter"), together with the associated
Election Form.
A copy of the Proposal Letter is available for inspection free
of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at the offices of Arthur Cox,
Ten Earlsfort Terrace, Dublin D02 T380, Ireland and of Eversheds
Sutherland at One Earlsfort Centre, Earlsfort Terrace, Dublin 2,
Ireland during the course of the Offer, being until the Offer
ceases to be open for acceptances or lapses, and at
www.eschergroup.com and www.hanoverinvestors.com. Additional
Election Forms are available from Escher's offices at 111 St.
Stephen's Green, Dublin 2, D02 RW29 Ireland.
The Offer will initially be open for acceptance by holders of
Escher Shares and Escher Options until 1:00 p.m. (Irish time), on
28 March 2018 (the "Initial Closing Date"). Further terms, which
form part of the Offer, relating to acceptance period and closing
of the Offer are set out below.
Acceptance Period
1. The Offer will initially be open for acceptance until 1:00
p.m. (Irish time), on the Initial Closing Date. If the Offer
becomes or is declared unconditional, the Offer will remain open
for acceptance until the later of 14 calendar days after (a) the
Initial Closing Date; (b) the date on which the Offer becomes or is
declared unconditional; or (c) the date on which the Offer would
otherwise have expired, as the case may be.
2. If the Offer has become unconditional and it is stated by
Hanover BidCo that it will remain open until further notice, not
less than 14 calendar days' notice in writing prior to the closing
of the Offer will be given to those Escher Shareholders who have
not accepted the Offer.
3. Although no revision is envisaged, if the Offer is revised,
it will remain open for acceptance for a period of at least 14
calendar days (or such lesser period as may be permitted by the
Panel) following the date on which written notification of the
revision is posted to Escher Shareholders. Except with the consent
of the Panel, no revision of the Offer or written notification of
the revision of the Offer may be made or posted to Escher
Shareholders after 22 April 2018 or, if different, the date which
is 14 calendar days prior to the last day on which the Offer can
become unconditional.
4. The Offer, whether revised or not, shall not (except with the
consent of the Panel to the extent required) be capable of becoming
unconditional after 1:00 p.m. (Irish time) on 6 May 2018 (or any
other time or date beyond which Hanover BidCo has stated that the
Offer will not be extended and in respect of which it has not,
where permitted, withdrawn that statement), nor of being kept open
for acceptance after that time or date unless it has previously
become unconditional, provided that Hanover BidCo reserves the
right, with the permission of the Panel (to the extent required),
to extend the Offer to a later time(s) and/or date(s). Except with
the Panel's consent, Hanover BidCo may not, for the purpose of
determining whether the Acceptance Condition has been satisfied,
take into account acceptances received or purchases of Escher
Shares made after 1:00 p.m. (Irish time) on 6 May 2018 (or any
earlier time and/or date beyond which Hanover BidCo has stated that
the Offer will not be extended unless, where permitted, it has
withdrawn that statement or extended the Offer beyond the stated
earlier date or, if the Offer is so extended, any such later
time(s) and/or date(s) as may be agreed with the Panel).
5. If a "competitive situation" (as defined by the Takeover
Rules) arises after a "no extension" and/or "no increase" statement
(as defined by the Takeover Rules) has been made by or on behalf of
Hanover BidCo in relation to the Offer (as determined by the
Panel), Hanover BidCo may, if it specifically reserved the right to
do so at the time such statement is made, or otherwise with the
Panel's consent, withdraw such statement and be free to extend
and/or increase the Offer (as appropriate) provided that it
complies with the requirements of the Takeover Rules and, in
particular, that:
(a) it announces such withdrawal and that it is free to extend
or revise the Offer (as appropriate) as soon as possible and in any
event within four Business Days after the date of the announcement
of the competing offer, or other competitive situation and Escher
Shareholders are informed in writing of such withdrawal; and
(b) any Escher Shareholders who accepted the Offer after the
date of the "no extension" or "no increase" statement are given a
right of withdrawal as described in paragraph 3.1 of Part B of
Appendix 1 to the Offer Document.
Hanover BidCo may, if it has reserved the right to do so, choose
not to be bound by the terms of a "no extension" or "no increase"
statement if it would otherwise prevent the posting of an increased
or improved Offer (either as to the value or nature of the
consideration offered or otherwise) which is recommended for
acceptance by the Board of Escher or in any other circumstances
permitted by the Panel.
For the purpose of determining at any particular time whether
the Acceptance Condition has been satisfied, subject always to the
specific provisions of the Acceptance Condition itself, Hanover
BidCo shall be entitled to take account only of those Escher Shares
carrying voting rights which have been unconditionally allotted or
issued before that time.
Capitalised terms used throughout this announcement shall have
the same meaning as those definitions set out in the Proposal
Letter and the Offer Document.
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/Ryan Tel: +44 (0) 20 7886 2500
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.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Hanover BidCo and no-one else in connection
with the Offer and will not be responsible to anyone other than
Hanover BidCo for providing the protections afforded to clients of
N+1 Singer, nor for providing advice in relation to the Offer or
any matters referred to in this announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Escher and no-one else in connection with
the Offer and will not be responsible to anyone other than Escher
for providing the protections afforded to clients of Panmure
Gordon, nor for providing advice in relation to the Offer or any
matters referred to in this announcement.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than Ireland may be restricted by law. Therefore persons into
whose possession this announcement comes who are not resident in
Ireland should inform themselves about, and observe, any applicable
restrictions. Escher Shareholders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with Irish law and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside Ireland.
US shareholders
The Offer will be for the securities of a corporation organised
under the laws of Ireland and is subject to the procedure and
disclosure requirements of the United Kingdom and Ireland, which
are different from those of the United States. The Offer will be
made in the United States pursuant to the applicable provisions of
Section 14(e) of, and Regulation 14E under, the US Securities
Exchange Act of 1934 (the "Exchange Act"), and otherwise in
accordance with the requirements of the Irish Takeover Rules.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and laws. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Offer or passed comment upon the
adequacy or completeness of this announcement. It may be difficult
for US holders of Escher Shares to enforce their rights under any
claim arising out of the US federal securities laws, since Hanover
BidCo and Escher are located outside of the United States, and
their officers and directors are resident outside of the United
States.
The receipt of cash pursuant to the Offer by a US holder of
Escher Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US shareholder of Escher is urged
to consult with his, her or its independent professional adviser
regarding any acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such
holder's acceptance of the Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Irish Takeover Rules and normal
market practice in Ireland and the UK and Rule 14e-5 under the
Exchange Act, Hanover BidCo or its nominees or brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, Escher Shares
outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Such purchases, or arrangements to purchase, will comply with all
applicable UK and Irish laws and regulations, including the Irish
Takeover Rules, the AIM Rules, and Rule 14e-5 under the Exchange
Act to the extent applicable. Any information about any such
purchases will be disclosed in accordance with applicable UK and
Irish laws and regulations, on the Regulatory News Service on the
London Stock Exchange website, www.londonstockexchange.com. To the
extent that such information is made public in the United Kingdom
and Ireland, this information will also be publicly disclosed in
the United States.
Disclosure requirements
Under Rule 8.3(a) of the Irish Takeover Rules, any person who
is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company during an offer period must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company. A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) the offeror company
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purposes of Rule 8.3.
Details of the offeree and offeror companies in respect of whose
relevant securities Dealing Disclosures must be made can be found
in the Disclosure Table on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie, including details of the number of
relevant securities in issue, when the Offer Period commenced and
when any offeror was first identified. You should contact the Irish
Takeover Panel at www.irishtakeoverpanel.ie or on +353 (0)1 678
9020 if you are in any doubt as to whether you are required to make
a Dealing Disclosure.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.hanoverinvestors.com and www.eschergroup.com
by no later than 12 noon on the Business Day following the date of
this announcement.
The contents of Hanover Investors' website and Escher's website
are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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