Opsec Security Group PLC Result of Meetings (9809I)

TIDMOSG

RNS Number : 9809I

Opsec Security Group PLC

14 December 2015

Not for release, publication or distribution, in whole or in part, in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

14 December 2015

Recommended Cash acquisition

of

OpSec Security Group plc

by

Orca Bidco Limited

(an investment vehicle ultimately owned by funds managed and advised by

Investcorp Technology Partners III)

Results of Court Meeting, General Meeting and Independent Shareholder Meeting

OpSec and Orca are pleased to announce that, at the Court Meeting, the General Meeting and the Independent Shareholder Meeting (together the "Meetings") held earlier today in connection with the recommended cash offer for the entire issued share capital of OpSec not already owned or contracted to be acquired by Orca (the "Acquisition"), by way of scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all the resolutions proposed were duly passed.

The voting results in relation to the Meetings are summarised below.

Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.98 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Details of the votes cast are as follows:

 
          Number of       Percentage     Number of             Percentage     Number of 
           Scheme Shares   of Scheme      Scheme Shareholders   of Scheme      Scheme Shares 
           voted           Shares voted   who voted             Shareholders   voted as 
                           (%)                                  who voted      a percentage 
                                                                (%)            of the Voting 
                                                                               Shares (%) 
For       16,460,287      99.98          78                    95.12          13.60 
Against   2,845           0.02           4                     4.88           0.00 
Total     16,463,132      100.000        82                    100.00         13.60 
 

General Meeting

At the General Meeting, the special resolutions, as set out in the notice of the General Meeting annexed to the scheme document published and posted to OpSec Shareholders on 21 November 2015 (the "Scheme Document") were duly passed, and the results are detailed as follows:

Resolution 1

 
           Number of Voting  Percentage of Voting 
            Shares voted      Shares voted (%) 
For        115,647,681       100.00 
Against    2,520             0.00 
Withheld   50                 N/A 
 

Resolution 2

 
           Number of Voting  Percentage of Voting 
            Shares voted      Shares voted (%) 
For        115,587,840       99.99 
Against    7,520             0.01 
Withheld   54,166            N/A 
 

Independent Shareholder Meeting

At the Independent Shareholder Meeting, the ordinary resolutions, as set out in the notice of the Independent Shareholder Meeting annexed to the Scheme Document were duly passed, and the results are detailed as follows:

Resolution 1

 
           Number of Independent  Percentage of Independent 
            Shares voted           Shares voted (%) 
For        9,319,892              99.96 
Against    3,561                  0.04 
Withheld   0                       N/A 
 

Resolution 2

 
           Number of Independent  Percentage of Independent 
            Shares voted           Shares voted (%) 
For        9,263,271              99.97 
Against    2,845                  0.03 
Withheld   52,876                 N/A 
 

Next Steps

Completion of the Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing. The Court Hearing is expected to take place on 18 December 2015. Subject to the Conditions, as described above, the Scheme is expected to become effective on 21 December 2015. The expected timetable for the implementation of the Scheme is unchanged from the timetable set out in the Scheme Document and is also set out in the appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.

General

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document. A copy of this announcement, will shortly be available on the Company's website at http://www.opsecsecurity.com/company/investor-relations.

Enquiries:

Orca Bidco Limited

   Hazem Ben-Gacem     Tel: [phone] 

Canaccord Genuity Limited

   Colin Christie and Miles Cox     Tel: [phone] 

OpSec Security Group plc

   Michael Angus      Tel: [phone] 

Shore Capital and Corporate Limited

   Stephane Auton / Edward Mansfield / Patrick Castle    Tel: [phone] 

Important Notices

This announcement is for information purposes only and is not intended to and does not constitute or form any part of an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition, the Management Arrangements or otherwise. The Acquisition and the Management Arrangements are being made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition and the Management Arrangements. Any response in relation to the Acquisition and/or the Management Arrangements should be made only on the basis of the information contained in the Scheme Document. This announcement does not constitute a prospectus or a prospectus equivalent document.

Canaccord Genuity Limited ("Canaccord Genuity") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as financial adviser to Orca and Orca Holdings and no one else in connection with the Scheme and other matters described in this announcement and will not be responsible to anyone other than Orca and Orca Holdings for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the Scheme and other matters described in this announcement.

Shore Capital and Corporate Limited ("Shore Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as financial adviser to OpSec and no one else in connection with the Scheme and other matters described in this announcement and will not be responsible to anyone other than OpSec for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Scheme and other matters described in this announcement.

Overseas Shareholders

The release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Orca or required by the Code, and permitted by applicable laws and regulations, copies of this announcement and any formal documentation relating to the Acquisition and the Management Arrangements are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality of facilities.

Unless otherwise determined by Orca or required by the Code, and permitted by applicable law and regulation, the cash offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. The availability of the Acquisition and the Management Arrangements to OpSec Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, all persons involved in the Acquisition and the Management Arrangements disclaim any responsibility or liability for the violation of such requirements by any person. Further details in

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December 14, 2015 08:28 ET (13:28 GMT)