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TDR and Estoril – Escode

Waiver
Approved

Stage

Waiver application

Waiver Application Date

19/02/2026

Determination Published

17/03/2026 (26 cal / 17 bus. days)

Determination

Approved

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.

Timeline & Events

  • Waiver application determination: Approved

    17/03/2026

  • Merger notified to ACCC

    19/02/2026