You are attempting to enter the section of this website that is designated for the publication of documents and information in connection with the intended offer by Exeter Acquisition Limited ("Hanover BidCo"), an investment vehicle wholly owned by Hanover Active Equity Fund LP (“Hanover”) for the entire issued and to be issued share capital of Escher Group Holdings plc ("Escher") announced on 8 February 2018 (the "Offer").
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS TO INCLUDE ANY JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION ("RESTRICTED JURISDICTION"). THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN A RESTRICTED JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT PERSON’S JURISDICTION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") RELATING TO THE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2013 (THE "IRISH TAKEOVER RULES"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE INFORMATION IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR OTHERWISE DISPOSE OF OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO PURCHASE OR OTHERWISE ACQUIRE ANY SECURITIES, OR THE SOLICITATION OF A VOTE OR APPROVAL PURSUANT TO THE INFORMATION OR OTHERWISE. ANY PERSON SEEKING ACCESS TO THIS SECTION OF ESCHER’S WEBSITE REPRESENTS AND WARRANTS TO ESCHER THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.
BASIS OF ACCESS TO INFORMATION
Please read this notice carefully before clicking "accept" or "decline" below. This notice applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. This notice may be amended or updated by Escher from time to time and it should be read carefully in full each time you wish to view the website. In addition, the content of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Escher.
The Information speaks only at the date of the relevant document or announcement and Escher has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Offer, you have to read the following and then press "accept". If you are unable to agree you should press "decline" and you will not be able to view any such details.
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside Ireland or the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Nothing on, or which can be downloaded from, the website constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful. The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a breach of any applicable laws or regulations.
If you are not permitted to view or download the Information on the website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this webpage by clicking on the "Idecline" box below.
By clicking on the "accept" box below, you certify that you will not forward, transmit, show or distribute (by any means including by electronic transmission) the Information to any person. In particular, you certify that you will not forward or transmit the Information either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
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 Share 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.
This Information 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.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE
By clicking on "Accept" below, you confirm that you have read, understood and agree to be bound by the terms of the notice set out above and that you are not in, or a resident of, any jurisdiction where to download or view the Information would constitute a breach of securities law or regulation in that jurisdiction.
If you click "Decline" below, we will be unable to provide you with access to the Information and you will be redirected to Escher’s homepage.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Escher expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this webpage, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
If you are in any doubt about the contents of this section of the website or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.