A certain unknown funds managed by Bridgepoint Advisers II Ltd reached agreement to acquire Eckoh plc (AIM:ECK) from group of sellers for approximately £160 million on October 30, 2024. Under the terms of the Acquisition, Eckoh Independent Shareholders will be entitled to receive £0.54 for each Eckoh Share. The Acquisition will be financed by a combination of debt and equity financing. The equity financing will be provided by the Bridgepoint Fund, and the debt financing will be provided by LGT Private Debt. Bidco has also obtained a signed commitment letter from LGT Private Debt in respect of debt financing which may be used towards, inter alia: (i) financing part of the consideration paid or payable under the terms of the Acquisition; (ii) refinancing any existing indebtedness of Eckoh and certain members of the Eckoh Group; and (iii) financing or refinancing fees, costs and expenses in connection with the Acquisition and/or its financing. Accordingly, the Eckoh Independent Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting, that Eckoh Shareholders vote in favour of the Special Resolution at the General Meeting and that Eckoh Independent Shareholders vote in favour. The Acquisition is conditional on, among other things, the approvals of the relevant Eckoh Shareholders, the receipt of foreign investment approval under the NSI Act and the sanction of the Scheme by the Court. The approval of the Scheme by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Eckoh Shares voted, the passing by the Eckoh Independent Shareholders and Eckoh Shareholders at the General Meeting; the Scheme being sanctioned by the Court and an office copy of the Court Order being delivered to the Registrar of Companies. The Eckoh Shares held by Rolling Managers and which are subject to the Rollover Arrangements are not subject to the Scheme. The Rolling Managers are not eligible to vote at the Court Meeting or to vote at the General Meeting but can vote on the Special Resolution at the General Meeting. The Scheme Document,together with the Forms of Proxy, will be posted to Eckoh Shareholders as soon as is practicable. The Acquisition is conditional on the Scheme becoming unconditional and effective. The Acquisition is expected to complete during Q1 2025.

Stifel and Singer Capital Markets are providing independent financial advice to the Eckoh Independent Directors. Houlihan Lokey UK Limited acted as financial advisor, Cleary Gottlieb Steen & Hamilton LLP is acting as legal adviser to Bridgepoint and Bidco. Mills & Reeve LLP is acting as legal adviser to Eckoh.