TDR and Estoril – Escode
WaiverWA-85011
View on ACCC websiteStage
Waiver application
Waiver Application Date
19/02/2026
Determination Published
17/03/2026 (26 cal / 17 bus. days)
Determination
Acquirers
TDR Capital LLP
Estoril Coinvest SCSp
B303369
Targets
ESCODE AUSTRALIA PTY LTD
ABN: 96 675 307 301
NCC Group plc
UK Company number: 04627044
Escode Jersey Holdco Limited
Jersey Registration Number 162830
NCC Group Software Resilience (Americas) LLC
State of Delaware File Number 5837008
Description
TDR Capital LLP (TDR) and Estoril Coinvest SCSp (Estoril) propose to enter a Shareholders Agreement, pursuant to which TDR will hold a majority interest while Estoril will hold a minority interest in Escode.
TDR is a private equity firm based in the United Kingdom. Estoril is a co-investment vehicle managed by a private equity firm.
The target, Escode, is a UK headquartered business active in providing software escrow and related services. Escode primarily supplies software escrow services, whereby software code and data or other business critical information is deposited by a licensor in Escode's physical or virtual vaults, and released to the licensee where the release criteria are met. In Australia, Escode also supplies verification services.
Escode is a division of NCC Group plc (NCC), which is also based in the UK and is a supplier of cybersecurity services. NCC launched its Escode brand in Australia in 2024.
Industries
Timeline & Events
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Merger notified to ACCC
19/02/2026