Orca Bidco Limited Further Irrevocable Undertaking Received (0079E)

TIDMOSG

RNS Number : 0079E

Orca Bidco Limited

30 October 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.

30 October 2015

Recommended Cash Offer

for

OpSec Security Group plc

by

Orca Bidco Limited

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

Investcorp Technology Partners III)

FURTHER IRREVOCABLE UNDERTAKING RECEIVED

Further to the announcement regarding the recommended cash offer for OpSec Security Group plc ("OpSec") on 28 October 2015 (the "Announcement"), Orca Bidco Limited ("Orca") has received an additional irrevocable undertaking on 29 October 2015, being the last practicable date prior to the date of this announcement, from Aerion Fund Management Limited to vote in favour of the Scheme at the Court Meeting, the Special Resolutions to be proposed at the General Meeting and the Independent Shareholders Meeting to approve the Ordinary Resolutions in respect of a total of 2,522,163 OpSec Shares, representing approximately a further:

12.8 per cent of the Scheme Shares, being those OpSec Shares which are eligible to vote at the Court Meeting convened by the Court for the purposes of approving the Scheme;

2.1 per cent of the Voting Shares, being those OpSec Shares which are eligible to vote at the Court Meeting convened to pass the Special Resolutions in relation to the Scheme, the Transaction and the Amended OpSec Articles;

16.0 per cent of the Independent Shares, being those OpSec Shares entitled to vote at the Independent Shareholders Meeting to approve the Ordinary Resolutions.

Accordingly, Orca has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting, the Special Resolutions to be proposed at the General Meeting and the Independent Shareholders Meeting to approve the Ordinary Resolutions in respect of 10,357,008 OpSec Shares in aggregate, representing:

52.6 per cent of the Scheme Shares, being those OpSec Shares which are eligible to vote at the Court Meeting convened by the Court for the purposes of approving the Scheme;

92.3 per cent of the Voting Shares(1) , being those OpSec Shares which are eligible to vote at the Court Meeting convened to pass the Special Resolutions in relation to the Scheme, the transaction and the Amended OpSec Articles;

45.1 per cent of the Independent Shares, being those OpSec Shares entitled to vote at the Independent Shareholders Meeting to approve the Ordinary Resolutions.

(1) Includes Voting Shares beneficially held by Orca and the EBT Trustee

A full schedule of irrevocable undertakings received is set out in the appendix to this announcement.

Capitalised terms in this announcement shall have the meaning given to them in the Announcement, unless otherwise defined.

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 and 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 Transaction, the Management Arrangements or otherwise. The Transaction and the Management Arrangements are being made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction and the Management Arrangements, including details of how to vote in respect of the Transaction. Any response in relation to the Transaction and/or the Management Arrangements should be made only on the basis of the information contained in the Scheme Document. OpSec will prepare the Scheme Document to be distributed to OpSec Shareholders. OpSec and Orca urge OpSec Shareholders to read the Scheme Document when it becomes available as it will contain important information relating to the Transaction and the Management Arrangements.

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 Transaction 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 Transaction 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 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 Transaction 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their OpSec Shares with respect to the Scheme at the Court Meeting or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located or of which they are citizens. 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 Transaction and the Management Arrangements disclaim any responsibility or liability for the violation of such requirements by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Notice to US Shareholders

The Transaction relates to the shares of an English company that is a "foreign private issuer" (as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act")) and is proposed to be made by means of a scheme of arrangement provided for and governed under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of United States proxy solicitation or tender offer rules. If, in the future, Orca exercises the right to implement the Transaction by way of a Takeover Offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States securities laws and regulations, including the applicable Exchange Act

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tender offer rules.

Financial information included in this announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of OpSec Shares to effect service of process within the United States on Orca, OpSec and/or their respective officers and directors or to enforce their rights and any claims arising out of US federal securities laws, since Orca and OpSec are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of OpSec Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US courts' judgement.

Each United States holder of OpSec Shares is urged to consult with his independent professional adviser regarding any acceptance of the Transaction and/or the Management Arrangements including, without limitation, to consider the tax consequences associated with such shareholder's election to participate in the Transaction and/or the Management Arrangements.

Responsibility Statements

The Orca Director and the investment committee of Investcorp Technology Fund III (comprising each of Hazem Ben-Gacem, Savio Tung, Gilbert Kamieniecky and Anand Radhakrishnan) accept responsibility for the information contained in this announcement other than the information relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies. To the best of the knowledge and belief of the Orca Director and the investment committee of Investcorp Technology Fund III (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

The Independent Directors accept responsibility for the information contained in this announcement relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies and including, for the avoidance of doubt, the recommendation in respect of the Transaction (but not the Management Arrangements) set out in paragraph 3 of this announcement. To the best of the knowledge and belief of the Independent Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

The OpSec Directors (other than the Independent Directors) accept responsibility for the information contained in this announcement relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies but excluding, for the avoidance of doubt, the recommendations set out in paragraph 3 of this announcement. To the best of the knowledge and belief of the OpSec Directors (other than the Independent Directors), who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of OpSec and certain plans and objectives of Orca with respect thereto. These forward--looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "expect", "estimate", "target", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by OpSec and/or Orca in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither OpSec nor Orca assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations and dispositions.

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for OpSec for current or future financial years would necessarily match or exceed the historical published earnings per share for OpSec.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (UK time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK time) on the 10(th) business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 per cent or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (UK 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code). 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Electronic Communications

Addresses, electronic addresses and certain information provided by OpSec Shareholders, persons with information rights and other relevant persons for the receipt of communications from OpSec may be provided to Orca during the Offer Period in connection with the Transaction and/or the Management Arrangements as requested under section 4 of Appendix 4 to the Code to comply with Rule 2.12 of the Code.

Publication on website and availability of hard copies

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