REG - Eckoh PLC - Scheme Effective

EckohAnnouncement

20/01/2025 11:30

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RNS Number : 9776T  Eckoh PLC  20 January 2025

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

20 January 2025

RECOMMENDED CASH ACQUISITION

OF

Eckoh plc ("Eckoh")

BY

Eagle UK Bidco Limited ("Bidco")

an indirect, wholly-owned subsidiary of certain funds managed by Bridgepoint
Advisers II Limited

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Scheme Effective

On 30 October 2024, the boards of Bidco and Eckoh announced that they had
reached agreement on the terms and conditions of a recommended cash
acquisition by Bidco of the entire issued and to be issued ordinary share
capital of Eckoh (the "Acquisition"). The Acquisition is being implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme").  A circular in relation to the Acquisition was
published by Eckoh on 4 December 2024 (the "Scheme Document"). Capitalised
terms used in this announcement shall, unless otherwise defined, have the
meanings set out in Part IX (Definitions) of the Scheme Document.

On 16 January 2025, Eckoh announced that the High Court of Justice in England
and Wales had sanctioned the Scheme at the Sanction Hearing. Eckoh and Bidco
are pleased to announce that, following delivery of a copy of the Court Order
to the Registrar of Companies today, the Scheme has now become Effective in
accordance with its terms.

Settlement of consideration

As set out in the Scheme Document published by Eckoh on 4 December 2024, a
Scheme Shareholder on the register of members of Eckoh at the Scheme Record
Time, being 6.00 p.m. on 17 January 2025, is entitled to receive 54 pence in
cash for each Scheme Share held. Settlement of the consideration to which any
Scheme Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in certificated form and in uncertificated form respectively) by
no later than 3 February 2025.

Suspension and cancellation of listing and trading

The listing of Eckoh Shares on AIM was suspended with effect from 7.30 a.m.
today.

It is expected that the admission to trading of Eckoh Shares on AIM will be
cancelled with effect from 7.00 a.m. on 21 January 2025.

Resignation of directors

As the Scheme has now become Effective, Eckoh duly announces that, as of
today's date, the non-executive directors (Christopher Humphrey and Guy
Millward) have tendered their resignations and have stepped down from the
Eckoh Board.

If any of the expected times and/or dates above change, the revised times
and/or dates will be notified to Eckoh Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Bidco's website at www.bridgepoint.eu/offer-for-eckoh
(http://www.bridgepoint.eu/offer-for-eckoh)   and Eckoh's website at
www.eckoh.com/investors (http://www.eckoh.com/investors) .

Enquiries

 Eckoh                                                                         +44 (0)1442 458 300

 Nik Philpot, Chief Executive Officer

 Chrissie Herbert, Chief Financial Officer
 Stifel (Lead Financial Advisor to Eckoh)                                      +44 (0)20 7710 7600

 Ben Tompkins / Fred Walsh / Anand Parekh / Richard Short

 Singer Capital Markets (Financial Advisor, Nominated Adviser & Broker to      +44 (0)20 7496 3000
 Eckoh)

 Shaun Dobson / Alex Bond / Tom Salvesen / James Todd

 FTI Consulting LLP                                                            +44 (0)20 3727 1017

 Ed Bridges / Emma Hall / Valerija Cymbal                                      Eckoh@fticonsulting.com

 Bridgepoint and Bidco                                                         +44 (0)20 7034 3500

 Christian Jones / James Murray

 Houlihan Lokey UK Limited (Financial Adviser to Bridgepoint and Bidco)        +44 (0)20 7839 3355

 James Craven / Tim Richardson / Adrian Schlegtendal / Jack Durston

Cleary Gottlieb Steen & Hamilton LLP is acting as legal adviser to Bidco
and Bridgepoint.

 

Mills & Reeve LLP is acting as legal adviser to Eckoh.

 

Further information

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
Bridgepoint, BAIIL and Bidco and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone other than
Bridgepoint, BAIIL and Bidco for providing the protections afforded to clients
of Houlihan Lokey or for providing advice in relation to contents of this
announcement or any other matters referred to in this announcement. Neither
Houlihan Lokey nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Houlihan Lokey in connection with this announcement, any statement contained
herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as joint Rule 3 adviser and lead financial adviser for Eckoh and
for no one else in connection with the matters set out or referred to in this
announcement and will not be responsible to anyone other than Eckoh for
providing the protections offered to clients of Stifel nor for providing
advice in relation to the matters set out or referred to in this announcement.
Neither Stifel nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Stifel in connection with this announcement, any matter or statement set out
or referred to herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as joint
Rule 3 adviser, financial adviser and nominated adviser exclusively to Eckoh
and no-one else in connection with the matters described in this announcement
and will not be responsible to anyone other than Eckoh for providing the
protections afforded to clients of Singer Capital Markets nor for providing
advice in connection with the subject matter of this announcement. Neither
Singer Capital Markets nor any of its affiliates (nor any of their respective
directors, partners, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Singer Capital Markets in connection with this announcement, any
statement contained herein, the Offer or otherwise. No representation or
warranty, express or implied, is made by Singer Capital Markets as to the
contents of this announcement.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document (and the accompanying Forms of Proxy), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect of the
Acquisition should be made only on the basis of the information in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Takeover Offer document).

This announcement does not constitute a prospectus or a prospectus exempted
document.

This announcement has been prepared for the purpose of complying with English
law and the Code 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 England.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Eckoh Shares in respect of the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
or regulations in that jurisdiction. To the fullest extent permitted by
applicable law and regulation, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

 

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws or regulations of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to Eckoh Shareholders in overseas jurisdictions
are contained in the Scheme Document.

Additional information for U.S. investors

U.S. shareholders should note that the Acquisition relates to an offer for the
shares of a UK company and is being made by means of a scheme of arrangement
provided for under English company law. The Acquisition, implemented by way of
a scheme of arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the requirements and practices applicable to a
scheme of arrangement involving a target company in the UK listed on AIM,
which differ from the requirements of the U.S. tender offer and proxy
solicitation rules. The financial information with respect to Eckoh included
in this announcement and the Scheme Document has been prepared in accordance
with IFRS and thus may not be comparable to the financial information of U.S.
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the U.S. If, in the future,
Bidco exercises its right to implement the Acquisition by way of a Takeover
Offer and determines to extend the Takeover Offer into the U.S., the
Acquisition will be made in compliance with applicable U.S. tender offer
rules.

It may be difficult for U.S. shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws in
connection with the Acquisition, since Eckoh and Bidco are each located in a
country other than the United States, and some or all of their respective
officers and directors may be residents of countries other than the United
States. U.S. shareholders may not be able to sue Eckoh, Bidco or their
respective officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel Eckoh or Bidco
and their respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court for violations of the U.S. securities laws.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Eckoh outside of the U.S., other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective, lapses or
is otherwise withdrawn. If such purchases or arrangements to purchase were to
be made, they would occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including the U.S. Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco or Eckoh contain statements which are, or may
be deemed to be, "forward-looking statements". All statements, other than
statements of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Bidco and Eckoh
about future events, and are therefore subject to risks and uncertainties
which could cause actual results, performance or events to differ materially
from those expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include statements
relating to the expected effects of the Acquisition on the Bridgepoint Group,
Bidco, the Wider Bidco Group, the Wider Eckoh Group and the Enlarged Group,
the expected timing and scope of the Acquisition and other statements other
than historical facts. Often, but not always, forwardlooking statements can be
identified by the use of forward-looking words such as "plans", "expects",
"budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends",
"anticipates", "seeks", "prospects", "potential", "possible", "assume" or
"believes", or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would", "might" or
"will" be taken, occur or be achieved. Bridgepoint, Bidco and Eckoh give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and uncertainties
(and other factors that are in many cases beyond the control of Bridgepoint,
Bidco and/or Eckoh) because they relate to events and depend on circumstances
that may or may not occur in the future.

There are a number of factors that could affect the future operations of the
Bridgepoint Group, the Wider Bidco Group, the Wider Eckoh Group and/or the
Enlarged Group and that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the satisfaction (or, where permitted, waiver) of the
Conditions, as well as additional factors, such as: domestic and global
business and economic conditions; the impact of pandemics, asset prices;
market-related risks such as fluctuations in interest rates and exchange
rates, industry trends, competition, changes in government and regulation,
changes in the policies and actions of governments and/or regulatory
authorities (including changes related to capital and tax), changes in
political and economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict, the ongoing conflict in the Middle East, disruption
in business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Bidco Group to integrate successfully the Eckoh Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities) or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither the Bridgepoint Group, the Bidco Group, nor the Eckoh
Group, nor any of their respective associates or directors, officers or
advisers, provides any representation, warranty, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Forward-looking
statements involve inherent risks and uncertainties. All forward-looking
statements contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in this
section. Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations (including under the Code, the UK Market Abuse
Regulation, the AIM Rules and the DTRs), neither the Bridgepoint Group, the
Wider Bidco Group, nor the Wider Eckoh Group is under or undertakes any
obligation, and each of the foregoing expressly disclaims any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Bidco or Eckoh for the current or
future financial years will necessarily match or exceed the historical
published earnings or earnings per share for Bidco or Eckoh, as appropriate.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Eckoh Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Eckoh may be provided
to Bidco during the Offer Period as required under section 4 of Appendix 4 to
the Code to comply with Rule 2.11(c) of the Code.

Publication on a website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Bidco's website at
www.bridgepoint.eu/offer-for-eckoh and on Eckoh's website at
www.eckoh.com/investors by no later than 12 noon (London time) on the Business
Day following the publication of this announcement. Neither the content of the
websites referred to in this announcement nor the content of any website
accessible from hyperlinks in this announcement is incorporated into, or forms
part of, this announcement.

Eckoh Shareholders may, subject to applicable securities laws, request a hard
copy of this announcement (and any information incorporated into it by
reference to another source) by contacting Eckoh's registrar, Link Group, on
0371 664 0321. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday
to Friday (except English and Welsh public holidays) or by submitting a
request in writing to PXS 1, Central Square, 29 Wellington Street, Leeds, LS1
4DL, United Kingdom, with an address to which the hard copy may be sent. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. For persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement will not be
sent unless so requested. Eckoh Shareholders may, subject to applicable
securities laws, also request that all future documents, announcements and
information to be sent in relation to the Acquisition should be in hard copy
form.

 

 

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