Bdc V Scsp, a fund managed by Bridgepoint Advisers II Ltd reached agreement to acquire Eckoh plc (AIM:ECK) from group of shareholders 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. As of November 21, 2024, Eckoh Board announces that it is expected that the Scheme Document will be published by December 6, 2024. As of December 12, 2024, Bidco received a notification from the Secretary of State that it will not be taking any further action in relation to the Acquisition. The boards of directors of Bidco and Eckoh are subsequently pleased to confirm that the NSI Act Condition has been satisfied. As of January 6, 2025, The board of Eckoh is pleased to announce that each of the resolutions posed at the Court Meeting and the General Meeting held earlier today in connection with the Acquisition were approved. As of January 16, 2025, Eckoh and Bidco announced that the High Court in England and Wales has issued the Court Order sanctioning the Scheme and Scheme is expected to occur on January 20, 2025.

Ben Tompkins of Stifel Nicolaus Europe Limited acted as financial advisor to Eckoh Independent Directors. Shaun Dobson, Alex Bond, Tom Salvesen and James Todd of Singer Capital Markets acted as financial advisor to the Eckoh Independent Directors. James Craven, Tim Richardson, Adrian Schlegtendal and Jack Durston of 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. Norton Rose Fulbright has advised Houlihan Lokey UK Limited in this transaction. Matthew Kichenside, Simon Holden and Sam Coleman of Keystone Law (NI) Limited acted as legal advisor to certain senior managers of Eckoh plc. Norton Rose Fulbright acted as legal advisor to Houlihan Lokey UK Limited. Link Group acted as registrar to Eckoh.

Bdc V Scsp, a fund managed by Bridgepoint Advisers II Ltd completed the acquisition of Eckoh plc (AIM:ECK) from group of shareholders on January 20, 2025. On completion, The listing of Eckoh Shares on AIM was suspended with immediate effect. The admission to trading of Eckoh Shares on AIM will be cancelled with effect from 7.00 a.m. on January 21, 2025. As the Scheme has now become Effective, Eckoh duly announces that Christopher Humphrey and Guy Millward non-executive directors have tendered their resignations and have stepped down from the Eckoh Board.