Orca Holdings Limited RE: Statement regarding acquisition of shares (7204A)

TIDMOSG

RNS Number : 7204A

Orca Holdings Limited

30 September 2015

 
     NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 
      IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION 
      WHERE TO DO SO WOULD CONSTITUTE A VIOLATION 
      OF THE RELEVANT LAWS OR REGULATIONS OF THAT 
      JURISDICTION 
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 FOR IMMEDIATE RELEASE 
-------------------------------------------------------------- 
 
 30 September 2015 
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     ORCA HOLDINGS LIMITED 
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     Replacement for RNS 7169A: Statement regarding 
      acquisition of shares in OpSec Security Group 
      plc and a possible offer 
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     Orca Holdings Limited ("Orca"), a wholly-owned 
      subsidiary of Investcorp Technology Partners 
      III, has on 30 September 2015 acquired 30,512,078 
      shares in OpSec Security Group plc ("OpSec") 
      from Herald Investment Management Limited for 
      55 pence per share. Orca confirms that it is 
      considering a possible cash offer for the shares 
      in OpSec that it does not already own. Orca's 
      preparations are at an early stage and it has 
      not to date made a formal approach to the Board 
      of Directors of OpSec or its advisers. There 
      can be no certainty that an offer will be made 
      for OpSec. 
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     Orca is a wholly-owned subsidiary of Investcorp 
      Technology Partners III. Orca holds 79,024,992 
      OpSec Ordinary Shares and 20,000,000 Preferred 
      Shares, all with equal voting rights. The total 
      number of Voting Shares held by Orca in OpSec 
      is therefore 99,024,992 which represents approximately 
      81.7 per cent of the Voting Shares of OpSec. 
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     In accordance with Rule 2.6(a) of the City Code 
      on Takeovers and Mergers (the "Code"), Orca 
      will, by not later than 5.00 p.m. on 28 October 
      2015, either announce a firm intention to make 
      an offer for OpSec in accordance with Rule 2.7 
      of the Code or announce that they do not intend 
      to make an offer, in which case the announcement 
      will be treated as a statement to which Rule 
      2.8 of the Code applies. 
 
      This deadline may only be extended with the 
      consent of the Panel in accordance with Rule 
      2.6(c) of the Code. 
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     In accordance with Rule 30.4 of the Code, a 
      copy of this announcement will be made available 
      on the following website http://www.investcorp.com. 
 
      Further announcements will be made in due course 
      as appropriate. 
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     Enquiries: 
-------------------------------------------------------------- 
     FTI Consulting                   Tel: [phone] 
      (PR to Orca Holdings 
      Limited) 
      Fergus Wheeler 
-------------------------------  ----------------------------- 
     Canaccord Genuity Limited        Tel: [phone] 
      (Financial Adviser to 
      Orca Holdings Limited) 
      Colin Christie 
      Miles Cox 
-------------------------------  ----------------------------- 
 
 
     Disclosure requirements of the Takeover Code 
      (the "Code") 
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      Under Rule 8.3(a) of the Code, any person who 
       is interested in 1% or more of any class of 
       relevant securities of an offeree company or 
       of any securities exchange offeror (being any 
       offeror other than an offeror in respect of 
       which it has been announced that its offer is, 
       or is likely to be, solely in cash) must make 
       an Opening Position Disclosure following the 
       commencement of the offer period and, if later, 
       following the announcement in which any securities 
       exchange offeror is first identified. An Opening 
       Position Disclosure must contain details of 
       the person's interests and short positions in, 
       and rights to subscribe for, any relevant securities 
       of each of (i) the offeree company and (ii) 
       any securities exchange offeror(s). An Opening 
       Position Disclosure by a person to whom Rule 
       8.3(a) applies must be made by no later than 
       3.30 pm (London time) on the 10th business day 
       following the commencement of the offer period 
       and, if appropriate, by no later than 3.30 pm 
       (London time) on the 10th business day following 
       the announcement in which any securities exchange 
       offeror is first identified. Relevant persons 
       who deal in the relevant securities of the offeree 
       company or of a securities exchange offeror 
       prior to the deadline for making an Opening 
       Position Disclosure must instead make a Dealing 
       Disclosure. 
 
       Under Rule 8.3(b) of the Code, any person who 
       is, or becomes, interested in 1% or more of 
       any class of relevant securities of the offeree 
       company or of any securities exchange offeror 
       must make a Dealing Disclosure if the person 
       deals in any relevant securities of the offeree 
       company or of any securities exchange offeror. 
       A Dealing Disclosure must contain details of 
       the dealing concerned and of the person's interests 
       and short positions in, and rights to subscribe 
       for, any relevant securities of each of (i) 
       the offeree company and (ii) any securities 
       exchange offeror(s), save to the extent that 
       these details have previously been disclosed 
       under Rule 8. A Dealing Disclosure by a person 
       to whom Rule 8.3(b) applies must be made by 
       no later than 3.30 pm (London time) on the business 
       day following the date of the relevant dealing. 
 
       If two or more persons act together pursuant 
       to an agreement or understanding, whether formal 
       or informal, to acquire or control an interest 
       in relevant securities of an offeree company 
       or a securities exchange offeror, they will 
       be deemed to be a single person for the purpose 
       of Rule 8.3. 
 
       Opening Position Disclosures must also be made 
       by the offeree company and by any offeror and 
       Dealing Disclosures must also be made by the 
       offeree company, by any offeror and by any persons 
       acting in concert with any of them (see Rules 
       8.1, 8.2 and 8.4). 
 
       Details of the offeree and offeror companies 
       in respect of whose relevant securities Opening 
       Position Disclosures and Dealing Disclosures 
       must be made can be found in the Disclosure 
       Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, 
       including details of the number of relevant 
       securities in issue, when the offer period commenced 
       and when any offeror was first identified. You 
       should contact the Panel's Market Surveillance 
       Unit on [phone] if you are in any 
       doubt as to whether you are required to make 
       an Opening Position Disclosure or a Dealing 
       Disclosure. 
 
       Canaccord Genuity Limited (which conducts its 
       U.K. investment banking business as Canaccord 
       Genuity and which is authorised and regulated 
       by the Financial Conduct Authority in the United 
       Kingdom), is acting exclusively for Orca and 
       for no one else in connection with the matters 
       set out in this announcement, and is not, and 
       will not regard any other person as its client 
       in relation to the matters in this announcement 
       and will not be responsible to anyone other 
       than Orca for providing the protections afforded 
       to clients of Canaccord Genuity Limited or its 
       affiliates, or for providing advice in relation 
       to any matters referred to in this announcement. 
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September 30, 2015 06:32 ET (10:32 GMT)