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ESCH - Escher Group News Story

189.5p 0.0  0.0%

Last Trade - 15/11/17

Sector
Industrials
Size
Micro Cap
Market Cap £n/a
Enterprise Value £n/a
Revenue £13.9m
Position in Universe th / 1818

Exeter Acquisition Escher Group Hldgs - Recommended Cash Offer for Escher Group Holdings - Part 2

Thu 8th February, 2018 7:00am
- Part 2: For the preceding part double click  ID:nRSH2800Ea 

shares
of E0.005 each in issue. Escher Shares trade on AIM 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. 
 
APPENDIX 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withdrawn) by 3.00 p.m. on the first closing date of the Offer (or such later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. 
 
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. 
 
(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. 
 
APPENDIX 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. 
 
APPENDIX 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 ofdirector    Number ofshares  % 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. 
 
 Hanover ShareholderCo  4,803,114  25.53  7 February 2018  
 Bernard Somers         745,840    3.97   5 February 2018  
 Bacchantes Limited     610,002    3.24   5 February 2018  
 John Quinn             587,827    3.13   5 February 2018  
 
 
John Quinn 
 
587,827 
 
3.13 
 
5 February 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. 
 
APPENDIX 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                                                                                                                                                                                                             
 "AnnualReport"                      the annual report and audited consolidated accounts of Escher for year ended 31 December 2016                                                                                                                                                                   
 "BusinessDay"                       a day (other than a Saturday or Sunday) on which banks are open for general business inLondon                                                                                                                                                                   
 "Cash Offer"                        the cash offer of185p 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                                                                                                                  
 "ConfidentialityAgreement"          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 theoperator                                                                                                   
 "DealingDisclosure"                 an announcement pursuant to Rule 8 of the Irish Takeover Rules containing details of dealings in interests in relevant securities of a party to anoffer                                                                                                         
 "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 beendeclared wholly unconditional in accordance with itsterms                                                                                                                                                                 
 "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                                                                                                                                                                                                      
 "EscherBoard"                       the board of directors ofEscher                                                                                                                                                                                                                                 
 "EscherDirectors"                   the directors ofEscher                                                                                                                                                                                                                                          
 "EscherGroup"                       Escher and its subsidiaryundertakings                                                                                                                                                                                                                           
 "EscherShareholders"                holders of EscherShares                                                                                                                                                                                                                                         
 "EscherShares"                      ordinary shares of E0.005 each in the capital of Escher                                                                                                                                                                                                         
 "Escher ShareScheme"                the share option scheme adopted by the Escher Directors on 24 November 2011                                                                                                                                                                                     
 "Expenses Reimbursement Agreement"  the expenses reimbursement 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 ConductAuthority                                                                                                                                                                                                                                  
 "GeneralPartner"                    Hanover Active Equity Fund LP                                                                                                                                                                                                                                   
 "HanoverBidCo"                      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 BidCoBoard"                the board of directors of Hanover BidCo                                                                                                                                                                                                                         
 "Hanover BidCoGroup"                Hanover BidCo, its parent undertakings and any such parent undertaking's subsidiaryundertakings                                                                                                                                                                 
 "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                                                         
 "HanoverFund"                       Hanover Active Equity FundLP                                                                                                                                                                                                                                    
 "Hanover HoldCo"                    Escher Acquisition (Holding) Limited, the sole shareholder of Hanover BidCo                                                                                                                                                                                     
 "Hanover HoldCo Directors"          the directors of Hanover HoldCo                                                                                                                                                                                                                                 
 "HanoverInvestors"                  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 of Escher"    the issued share capital 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 StockExchange"              London Stock Exchangeplc                                                                                                                                                                                                                                        
 "Manager"                           Hanover Investors Management (Cayman)  Limited                                                                                                                                                                                                                  
 "Merger ControlAuthority"           any national, supra-national or regional, government or governmental, quasi- governmental, statutory, regulatory or investigative body or court, in anyjurisdiction, 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 Service"    a primary information 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                                                                                                                                                                                       
 "£" or"Sterling"                    pounds sterling, the lawful currency for thetime being of the UK and references to "pence" and "p" shall be construedaccordingly                                                                                                                                
 
 
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