Orca Bidco Limited Recommended Cash Offer (6454D)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Opsec	LSE:OSG	London	Ordinary Share	GB0000462191	ORD 5P

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

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RNS Number : 6454D

Orca Bidco Limited

28 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.

28 October 2015

Recommended Cash Offer

for

OpSec Security Group plc

Orca Bidco Limited

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

Investcorp Technology Partners III)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

The board of Orca Bidco Limited ("Orca") and the Independent Directors of OpSec Security Group plc ("OpSec") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued share capital of OpSec not already owned or contracted to be acquired by Orca (the "Transaction"). The Transaction is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Under the terms of the Scheme, Scheme Shareholders will receive 55 pence in cash (the "Transaction Consideration") for each Scheme Share, valuing the entire issued share capital of OpSec at approximately GBP66.7 million.

Orca has entered into a conditional binding arrangement with the EBT Trustee in relation to its equity holding amounting to 2,514,429 OpSec Shares, representing approximately 2.1 per cent of the Voting Shares which upon completion of the Transaction will be rolled over into 2,826,115 B ordinary shares in Orca, representing approximately 2.4 per cent of the issued ordinary share capital of Orca as at such date. It is also proposed that Optionholders release their options over OpSec Shares for new options over B ordinary shares in Orca. The proposed arrangements between Orca and the EBT Trustee and the proposed treatment of the Optionholders (together, the "Management Arrangements") are subject to approval, pursuant to Rule 16 of the Code, by the Independent Shareholders at the Independent Shareholders Meeting and to the Scheme becoming Effective.

 
 --   The Transaction Consideration represents 
       a premium of approximately: 
      --    69 per cent to the Closing Price of 32.5 
             pence per OpSec Share on 29 September 
             2015, being the last Business Day before 
             Orca Holdings Limited ("Orca Holdings"), 
             the parent company of Orca, acquired 
             30,512,078 OpSec Shares from Herald Investment 
             Management Limited (the "Herald Shares") 
             and announced a possible offer for the 
             ordinary shares of 5 pence each in the 
             capital of OpSec not held by it; 
      --    62 per cent to the average Closing Price 
             of 34.0 pence per OpSec Share for the 
             12 months prior to and including 29 September 
             2015, being the last Business Day before 
             the date on which Orca Holdings acquired 
             the Herald Shares and announced a possible 
             offer for the OpSec Shares not already 
             held by it; and 
      --    11 per cent to the Closing Price of 49.5 
             pence per OpSec Share on 27 October 2015, 
             being the last Business Day before the 
             date of this announcement. 
 --   Orca has received irrevocable undertakings: 
      --    to vote in favour of the Transaction 
             in respect of 7,834,845 OpSec Shares 
             representing approximately: 
            --    39.8 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; and 
            --    90.2 per cent of the Voting Shares([1]) 
                   , being those Voting Shares which 
                   are eligible to vote at the General 
                   Meeting convened to pass the Special 
                   Resolutions in relation to the Scheme, 
                   the Transaction and the Amended OpSec 
                   Articles, 
      --    to vote in favour of the Ordinary Resolutions 
             to approve the Management Arrangements 
             at the Independent Shareholders Meeting 
             in respect of 4,583,309 OpSec Shares, 
             representing approximately 29.1 per cent 
             of the Independent Shares, being those 
             OpSec Shares which are eligible to vote 
             at the Independent Shareholders Meeting([2]) 
             . 
      Further details of the irrevocable undertakings, 
       including the conditions to which they are 
       subject, are set out in paragraph 6 of this 
       announcement. 
 --   The Independent Directors, Richard Cremona 
       and Michael Angus, who have been so advised 
       by Shore Capital, consider the terms of the 
       Transaction to be fair and reasonable and 
       in the best interests of Scheme Shareholders. 
       In providing its advice to the Independent 
       Directors, Shore Capital has taken into account 
       the Independent Directors' commercial assessment. 
       Accordingly, the Independent Directors have 
       unanimously agreed to recommend that Scheme 
       Shareholders vote in favour of the Scheme 
       at the Court Meeting and OpSec Shareholders 
       vote in favour of the Special Resolutions 
       to be proposed at the General Meeting, as 
       Michael Angus has irrevocably undertaken 
       to do in respect of his own beneficial holding, 
       amounting in aggregate to 1,468,169 OpSec 
       Shares, representing approximately 7.5 per 
       cent of the Scheme Shares and approximately 
       1.2 per cent of the Voting Shares. Richard 
       Cremona does not hold any OpSec Shares. 
 --   None of the OpSec Directors are considered 
       independent for the purposes of the Independent 
       Shareholders Meeting. Shore Capital considers 
       the Management Arrangements to be fair and 
       reasonable in so far as the Independent Shareholders 
       are concerned and, accordingly, Shore Capital 
       intends to recommend that Independent Shareholders 
       vote in favour of the Ordinary Resolutions 
       required to approve the Management Arrangements 
       at the Independent Shareholders Meeting. 
 --   Orca was established on 12 October 2015 by 
       Orca Holdings for the purposes of effecting 
       the Scheme and implementing the Transaction 
       and the Management Arrangements. 
 --   On 27 October 2015, Orca Holdings and Orca 
       entered into a share for share exchange agreement 
       (the "Orca Share Exchange Agreement") pursuant 
       to which Orca acquired 30,512,078 OpSec Shares 
       held by Orca Holdings in exchange for the 
       issue to Orca Holdings by Orca of a corresponding 
       number of ordinary shares in Orca. 
 --   On 27 October 2015, Orca Holdings and Orca 
       entered into a declaration of trust pursuant 
       to which Orca Holdings declared that it holds 
       its entire beneficial interest in 48,512,914 
       OpSec Shares on trust for Orca, such declaration 
       of trust being in consideration of the issue 
       to Orca Holdings of 48,512,914 ordinary shares 
       in Orca. On 27 October 2015, Orca Holdings 
       subsequently executed a stock transfer form 
       to transfer the bare legal title in 48,512,914 
       OpSec Shares to Orca, which has yet to be 
       stamped and registered in the statutory books 
       of OpSec. 
       On 27 October 2015, Orca Holdings and Orca 
       entered into a declaration of trust pursuant 
       to which Orca Holdings declared that it holds 
       its entire beneficial interest in 20,000,000 
       Preferred Shares on trust for Orca, such 
       declaration of trust being in consideration 
       of the issue to Orca Holdings of 20,000,000 
       ordinary shares in Orca. On 27 October 2015, 
       Orca Holdings subsequently executed a stock 
       transfer form to transfer the bare legal 
       title in the 20,000,000 Preferred Shares 
       to Orca, which has yet to be stamped and 
       registered in the statutory books of OpSec. 
 --   Orca currently holds 30,512,078 OpSec Shares 
       and the beneficial interest in 48,512,914 
       OpSec Shares and 20,000,000 Preferred Shares, 
       with the legal title in respect of the beneficially 
       held 48,512,914 OpSec Shares and the Preferred 
       Shares held by Orca Holdings pending stamping 
       and registration of the respective stock 
       transfer forms. Accordingly, Orca currently 
       holds the beneficial interest in approximately 
       81.70 per cent of the Voting Shares of OpSec. 
       Orca is not a Scheme Shareholder but is permitted 
       to vote on the Special Resolutions to be 
       proposed at the General Meeting and has confirmed 
       its intention to vote in favour of such resolutions. 
       Following completion of the Transaction and 
       assuming that the Scheme and the Management 
       Arrangements are approved, Orca will be majority 
       owned by Orca Holdings with a minority holding 
       held by the EBT Trustee. 
 --   Currently, Orca and Orca Holdings are, respectively, 
       indirect and direct wholly owned subsidiaries 
       of Investcorp Technology Fund III. The ultimate 
       parent company of the Investcorp Group is 
       Investcorp Bank B.S.C. Further details on 
       Orca, Orca Holdings and the Investcorp Group 
       are set out in paragraph 8 of this announcement. 
 --   The Transaction is subject to a number of 
       conditions and further terms which are set 
       out in Appendix I of this announcement. In 
       order to become Effective, the Scheme must 
       be approved by a majority in number of Scheme 
       Shareholders voting at the Court Meeting, 
       either in person or by proxy, representing

(MORE TO FOLLOW) Dow Jones Newswires

October 28, 2015 03:00 ET (07:00 GMT)

       at least 75 per cent in value of the Scheme 
       Shares voted. In addition, (i) Special Resolutions 
       authorising, amongst other matters, the OpSec 
       Directors to take all such action as they 
       may consider necessary or appropriate for 
       carrying the Scheme into full effect and 
       adopting the Amended OpSec Articles must 
       be passed by Voting Shareholders representing 
       at least 75 per cent of votes cast at the 
       General Meeting, and (ii) Ordinary Resolutions 
       approving the Management Arrangements must 
       be passed by Independent Shareholders representing 
       in excess of 50 per cent of the votes cast 
       at the Independent Shareholders Meeting. 
 --   Subject to the satisfaction of the Conditions, 
       it is expected that the Scheme will become 
       Effective by the end of 2015. The Scheme 
       Document, containing further details of the 
       Transaction and the Management Arrangements 
       will be posted to OpSec Shareholders as soon 
       as practicable and in any event within 28 
       days of this announcement. 
 --   On 3 July 2015, OpSec published its final 
       results for the period ending 31 March 2015. 
       Please see the OpSec Annual Report and Accounts 
       2015 on OpSec's website (http://www.opsecsecurity.com). 
       OpSec's trading in the 6 month period to 
       30 September 2015 was satisfactory and in 
       line with the expectations of the OpSec Board. 
 --   Commenting on the Transaction, Richard Cremona, 
       OpSec's Chief Executive Officer and one of 
       the Independent Directors, said: "The Transaction 
       gives OpSec's shareholders the opportunity 
       to achieve a cash exit at a substantial premium 
       to the recent market price. Once completed, 
       OpSec will have access to significantly greater 
       and more appropriately structured finance, 
       increasing its ability to invest further 
       in the OpSec Group's business. This should 
       benefit all stakeholders including the interests 
       and prospects of our staff". 
 --   Commenting on the Transaction, Hazem Ben-Gacem, 
       an Investcorp Group Managing Director responsible 
       for Investcorp Technology Fund III's investment 
       in OpSec, said: "We have been investors in 
       OpSec for over five years and have taken 
       a long-term view to work with OpSec and management 
       to build shareholder value. During that time, 
       we have supported OpSec on its organic growth 
       initiatives and through several meaningful 
       acquisitions. While there is still much work 
       ahead for OpSec and management, we are excited 
       to commit additional resources and capital 
       to OpSec with the expectation of enhancing 
       its competitive positioning and becoming 
       a leading global player in the provision 
       of anti-counterfeiting solutions to brands 
       and governments".

The expected transaction timetable will be set out in the Scheme Document.

As at the date of this announcement, Orca holds 30,512,078 OpSec Shares and the beneficial interest in 48,512,914 OpSec Shares and 20,000,000 Preferred Shares, all with equal voting rights and therefore Orca holds a beneficial interest in approximately 81.70 per cent of the Voting Shares.

This summary should be read in conjunction with the full text of this announcement and the appendices. Appendix I to this announcement contains the conditions to, and certain further terms of, the Transaction. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains definitions of certain expressions used in this summary and in this announcement.

The Transaction will be subject to the Conditions, the other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document.

Enquiries:

Orca Bidco Limited

   Hazem Ben-Gacem     Tel: +44 (0)20 7629 6600

Canaccord Genuity Limited

   Colin Christie and Miles Cox     Tel: +44 (0)20 7523 8000

OpSec Security Group plc

   Michael Angus      Tel: +44 (0)191 417 5434

Shore Capital and Corporate Limited

   Stephane Auton / Edward Mansfield / Patrick Castle    Tel: +44 (0)207 408 4090

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 and the Management Arrangements. 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

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October 28, 2015 03:00 ET (07:00 GMT)

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 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.

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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 +44 (0)20 7638 0129.

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

A copy of this announcement will be made available, free of charge, on the OpSec website at http://www.opsecsecurity.com by no later than 12 noon (UK time) on 28 October 2015.

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting the Director of Orca on +44 (0)20 7629 6600 or the Company Secretary of OpSec on +44 (0)191 417 5434. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction and/or the Management Arrangements should be in hard copy form.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, OpSec confirms that it has 101,212,121 issued ordinary shares of 5 pence each admitted to trading with International Securities Identification Number (ISIN) of GB0000462191. In addition, OpSec has 20,000,000 7.5 per cent redeemable preferred ordinary shares of 5 pence each which are unlisted.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

28 October 2015

Recommended Cash Offer

for

OpSec Security Group plc

Orca Bidco Limited

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

Investcorp Technology Partners III)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

   1             Introduction

The Scheme will be effected by Orca, a company established by Orca Holdings Limited ("Orca Holdings"), for the purposes of effecting the Scheme and implementing the Transaction and the Management Arrangements.

On incorporation, Orca was a wholly-owned subsidiary of Orca Holdings. On 27 October 2015, Orca Holdings and Orca entered into a share for share exchange agreement (the "Orca Share Exchange Agreement") pursuant to which Orca acquired 30,512,078 OpSec Shares held by Orca Holdings in exchange for the issue to Orca Holdings by Orca of a corresponding number of ordinary shares in Orca. Immediately following completion of the Orca Share Exchange Agreement, Orca Holdings continued to be the immediate holding company of Orca and Orca became a shareholder in OpSec.

On 27 October 2015, Orca Holdings and Orca entered into a declaration of trust pursuant to which Orca Holdings declared that it holds its entire beneficial interest in 20,000,000 Preferred Shares on trust for Orca, such declaration of trust being in consideration of the issue to Orca Holdings of 20,000,000 ordinary shares in Orca. On 27 October 2015, Orca Holdings subsequently executed a stock transfer form to transfer the bare legal title in the 20,000,000 Preferred Shares to Orca, which has yet to be stamped and registered in the statutory books of OpSec.

On 27 October 2015, Orca Holdings and Orca entered into a declaration of trust pursuant to which Orca Holdings declared that it holds its entire beneficial interest in 48,512,914 OpSec Shares on trust for Orca, such declaration of trust being in consideration of the issue to Orca Holdings of 48,512,914 ordinary shares in Orca. On 27 October 2015, Orca Holdings subsequently executed a stock transfer form to transfer the bare legal title in 48,512,914 OpSec Shares to Orca, which has yet to be stamped and registered in the statutory books of OpSec.

Orca currently holds the beneficial interest in approximately 81.70 per cent of the Voting Shares of OpSec. Orca Holdings and Orca are, respectively, direct and indirect wholly owned subsidiaries of Investcorp Technology Fund III.

Pursuant to the EBT Trustee Share Exchange Agreement, the OpSec Shares held by the EBT Trustee will, conditional upon the Scheme becoming Effective, be transferred to Orca in exchange for 2,826,115 B ordinary shares in Orca, representing approximately 2.4 per cent of the issued ordinary share capital of Orca as at such date. Accordingly, following completion of the Transaction and assuming that the Scheme and the Management Arrangements are approved, Orca will be majority owned by Orca Holdings with a minority holding held by the EBT Trustee.

In accordance with the terms of an irrevocable deferred preferred share conversion notice provided to OpSec dated 27 October 2015 (which will be deemed to have been served immediately following the issue of the Court Order and in any event prior to the Effective Date) the Preferred Shares will be converted into OpSec Shares, on the basis of one OpSec Share for each Preferred Share in accordance with the terms of the OpSec Articles and subject to OpSec having sufficient distributable reserves at such time, it is intended that immediately following the Court Order the accrued and unpaid dividend on the Preferred Shares (as at the date of the Court Order), shall be declared and paid as an interim dividend by the OpSec Directors.

   2             The Transaction

It is intended that the Transaction will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme will require the approval of the Scheme Shareholders at a meeting to be convened by the Court and the subsequent sanction of the Court. Once the Scheme becomes Effective, the Scheme will be binding on all Scheme Shareholders, irrespective of whether or not they attended and/or voted in favour of the Scheme, and all OpSec Shares not already owned by Orca will be transferred to Orca.

The EBT Shares and the OpSec Shares and Preferred Shares beneficially held by Orca do not form part of the Scheme. The Independent Shareholders will be asked at the Independent Shareholders Meeting to approve the Management Arrangements.

Under the terms of the Scheme, which will be subject to the conditions and further terms set out in Appendix I to this announcement and those set out in the Scheme Document, upon the Scheme becoming Effective the Scheme Shares will be transferred to Orca and Scheme Shareholders will receive:

for each OpSec Share 55 pence in cash

The Scheme values each OpSec Share at 55 pence and OpSec's entire issued share capital at approximately GBP66.7 million.

The terms of the Scheme represent a premium of approximately:

 
 --   69 per cent to the Closing Price of 32.5 
       pence per OpSec Share on 29 September 2015, 
       being the last Business Day before Orca Holdings, 
       the parent company of Orca, acquired 30,512,078 
       OpSec Shares from Herald Investment Management 
       Limited (the "Herald Shares") and announced 
       a possible offer for the ordinary shares 
       of 5 pence each in the capital of OpSec not 
       held by it. 
 --   62 per cent to the average Closing Price 
       of 34.0 pence per OpSec Share in the 12 months 
       prior to and including 29 September 2015, 
       being the last Business Day before the date 
       on which Orca Holdings acquired the Herald 
       Shares and announced a possible offer for 
       the OpSec Shares not already held by it; 
       and 
 --   11 per cent to the Closing Price of 49.5 
       pence per OpSec Share on 27 October 2015, 
       being the last Business Day before the date 
       of this announcement.

The Transaction Consideration assumes that OpSec Shareholders will not receive an interim or final dividend in respect of OpSec's financial year ending 31 March 2016. If any dividend or other distribution is authorised, declared, proposed, made or paid in respect of the OpSec Shares on or after the date of this announcement and prior to the Effective Date, Orca reserves the right to adjust downwards the Transaction Consideration on an equivalent basis.

Canaccord Genuity is satisfied that sufficient resources are available to Orca to satisfy, in full, the Cash Consideration payable to Scheme Shareholders under the terms of the Scheme.

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The expected transaction timetable will be set out in the Scheme Document. The resolutions required to implement the Scheme will be proposed to Scheme Shareholders at the Court Meeting and to Voting Shareholders at the General Meeting whilst the Management Arrangements will be proposed to Independent Shareholders at the Independent Shareholders Meeting. Once these meetings have been convened, a further announcement in that regard will be made. It is expected that, subject to satisfaction or, where relevant, waiver of the Conditions, the Scheme will become Effective by the end of 2015. Further details of the Transaction and the Management Arrangements, including the arrangements for settlement of the consideration payable to Scheme Shareholders, will be set out in the Scheme Document.

   3             Recommendation

The OpSec Board has determined that it is appropriate that only the Independent Directors, Richard Cremona and Michael Angus, should make a recommendation in respect of the Transaction to the OpSec Shareholders.

Since Hazem Ben-Gacem and David Erlong represent the interests of Orca on the OpSec Board and Richard Fuller (Non-Executive Chairman) previously acted as an adviser to Investcorp Technology Fund III from 2010 to 2013, none of these OpSec Directors have taken part in any discussions on behalf of OpSec relating to the Transaction and/or the Management Arrangements.

The Independent Directors, who have been so advised by Shore Capital, consider the terms of the Transaction to be fair and reasonable and in the best interests of Scheme Shareholders. In providing its advice Shore Capital has taken into account the commercial assessment of the Independent Directors. Accordingly, the Independent Directors intend to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and OpSec Shareholders vote in favour of the Special Resolutions to be proposed at the General Meeting, as Michael Angus has irrevocably undertaken to do in respect of his own OpSec Shares (representing approximately 7.5 per cent of the Scheme Shares and approximately 1.2 per cent of the Voting Shares). Richard Cremona does not hold any OpSec Shares.

Due to their interests in ESOS Options and due to their positions as directors of the EBT Trustee, OpSec and the Panel have agreed that the Independent Directors should not be considered independent for the purposes of the Management Arrangements. As a result, it is not appropriate for any of the OpSec Directors to make any recommendation in respect of the Management Arrangements and, in the circumstances, Shore Capital is providing such recommendation. Shore Capital considers the Management Arrangements to be fair and reasonable in so far as the Independent Shareholders are concerned and, accordingly, Shore Capital intends to recommend that Independent Shareholders vote in favour of the Ordinary Resolutions required to approve the Management Arrangements at the Independent Shareholders Meeting. Further details of the Management Arrangements are set out in paragraph 10 below.

   4             Background to and reasons for the Transaction

Orca recognises the significant achievements of the OpSec executive management team in investing in organic sales growth initiatives. However, a significant amount of work remains to be done to ensure that these initiatives are successful in the long-term. Moreover, Orca believes that, as a listed company, OpSec's ability to take advantage of additional organic and inorganic growth opportunities will continue to be constrained by a lack of access to the requisite levels of capital investment. Post-completion, Orca intends to work closely with the executive management team to assist OpSec in taking full advantage of future growth opportunities, including further appropriate strategic acquisitions.

Investcorp Technology Fund III and/or Orca are currently exploring strategic acquisitions in complementary sectors with the intention of combining these businesses both operationally and structurally with OpSec. Some of these potential acquisitions would allow OpSec to enter new sectors and would result in a combined business of significantly greater size as well as the possibility of greater growth initiatives and efficiencies, including the potential for realising cost synergies. The underlying aim is to be an increasing participant in the optical science and anti-counterfeiting markets. Orca believes future acquisitions would require substantial new equity injections and Investcorp Bank B.S.C. and its subsidiaries are prepared to fund acquisitions allowing OpSec to take advantage of future growth opportunities. The Investcorp Group is in the process of potentially acquiring one particular business which has historically generated higher revenues and profits than OpSec and this process is at an advanced stage although it remains competitive.

Orca believes that the Transaction presents an attractive opportunity for OpSec Shareholders to realise their investment in OpSec for cash, at a premium of approximately 69 per cent to the Closing Price per OpSec Share on 29 September 2015, the latest Business Day prior to the date on which Orca Holdings announced a possible offer for the OpSec Shares not already held by it, and a premium of 62 per cent to the average Closing Price per share for the 12 months prior to and including 29 September 2015.

   5             Background and reasons for the recommendation of the Independent Directors

As at 27 October 2015, being the latest Business Day prior to the date of this announcement, Orca held the beneficial interest in approximately 81.70 per cent of the Voting Shares. This, combined with the holdings of certain senior OpSec Group employees and the EBT Trustee, gives OpSec an effective free float of less than 16 per cent. The effective free float has been at this low level for some time and this lack of free float has meant that there is very limited trading volume in OpSec Shares and that on many days the shares do not trade at all. The Independent Directors believe that given this lack of liquidity, there is little merit in OpSec retaining its listing on AIM.

Furthermore, OpSec operates in a consolidating industry and the Independent Directors believe there are significant growth prospects available for well-positioned companies able to compete on a global scale. OpSec has been one of the consolidators in the industry, acquiring businesses such as Delta Labelling Limited and the holographic security business of JDS Uniphase Corporation in 2012.

In considering the merits of the Scheme, the Independent Directors have also taken into account:

 
 --   the level of the Transaction Consideration, 
       providing OpSec Shareholders with certainty 
       of value at an attractive premium to the 
       recent market price; 
 --   Orca's intention to seek the cancellation 
       of the admission to, and trading of, the 
       OpSec Shares on AIM if the Scheme does not 
       become Effective, which would result in the 
       Independent Shareholders becoming minority 
       shareholders in an unlisted company with 
       no available market for their OpSec Shares; 
 --   the confirmations received from Orca regarding 
       the safeguarding of the existing employment 
       rights of the OpSec Group's employees; and 
 --   the level of irrevocable undertakings to 
       vote in favour of the relevant resolutions 
       at the Scheme Meetings, being 39.8 per cent 
       of the Scheme Shares and 90.2 per cent of 
       the Voting Shares([3]) .

The Transaction provides OpSec Shareholders with an opportunity to realise their investment in OpSec for cash at a price that represents a premium of approximately:

 
 --   69 per cent to the Closing Price of 32.5 
       pence per OpSec Share on 29 September 2015, 
       being the last Business Day before the date 
       on which Orca Holdings announced a possible 
       offer for the OpSec Shares not already held 
       by it; and 
 --   62 per cent to the average Closing Price 
       of 34.0 pence per OpSec Share for the 12 
       months prior to and including on 29 September 
       2015, being the last Business Day before 
       the date on which Orca Holdings announced 
       a possible offer for the OpSec Shares not 
       already held by it. 
 
   6             Irrevocable undertakings

Orca has also received an irrevocable undertaking to vote in favour of the relevant resolutions at the Scheme Meetings from Michael Angus, one of the Independent Directors, in respect of his entire beneficial holdings, amounting to 1,468,169 OpSec Shares and representing approximately:

 
 --   7.5 per cent of the Scheme Shares; and 
 --   1.2 per cent of the Voting Shares.

Orca has received an irrevocable undertaking to vote in favour of the relevant resolutions at the Scheme Meetings from certain OpSec Group employees in respect of 1,783,367 OpSec Shares, representing approximately:

 
 --   9.1 per cent of the Scheme Shares; and 
 --   1.5 per cent of the Voting Shares.

Orca has received an irrevocable undertaking to vote in favour of the relevant resolutions at the Scheme Meetings and the Independent Shareholders Meeting from certain OpSec Shareholders in respect of 4,583,309 OpSec Shares, representing approximately:

 
 --   23.3 per cent of the Scheme Shares; 
 --   3.8 per cent of the Voting Shares; and 
 --   29.1 per cent of the Independent Shares.

Orca has received an irrevocable undertaking to vote in favour of the relevant resolutions to be proposed at the General Meeting from the EBT Trustee in respect of its entire beneficial shareholdings of 2,514,429 OpSec Shares, representing approximately 2.1 per cent of the Voting Shares.

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All of these irrevocable undertakings will cease to be binding: (i) if the Scheme Document is not posted on or before 28 days after the date of this announcement; (ii) if the Scheme or any resolutions of the OpSec Shareholders upon the passing of which the implementation of the Scheme is dependent are not approved by the requisite majority; or (iii) where the Acquisition is implemented by way of a Takeover Offer, the offer lapsing, being withdrawn or not becoming unconditional in all respects.

In summary, Orca has received irrevocable undertakings in respect of the following:

 
 --   39.8 per cent in value of the Scheme Shares 
       eligible to vote at the Court Meeting 
 --   90.2 per cent in value of Voting Shares entitled 
       to vote at the General Meeting to approve 
       the Special Resolutions([4]) ; and 
 --   29.1 per cent in value of the Independent 
       Shares entitled to vote at the Independent 
       Shareholders Meeting to approve the Ordinary 
       Resolutions. 
 
   7             Information relating to OpSec and current trading of OpSec

OpSec was incorporated in England and Wales in 1982. OpSec provides solutions to combat counterfeiting and the related problems of diversion grey marketing, online brand abuse and fraud.

OpSec supplies technologies and solutions into three core markets: (i) brand protection; (ii) Government protection; and (iii) transaction cards. In addition, OpSec owns 50 per cent of 3dcd LLC, a joint venture that licences technologies for the protection of optical disks (CDs and DVDs). OpSec delivers a comprehensive suite of end-to-end solutions, including advanced physical security technologies, supply chain track and trace services, and on-line and e-commerce monitoring and analysis for more than 300 companies across industry sectors and 50 governments worldwide.

OpSec's customers are served from its facilities in the USA, the UK, Germany, Hong Kong, the Dominican Republic and via a network of over 40 agents worldwide.

On 3 July 2015, OpSec published its final results for the period ending 31 March 2015. Please see the Annual Report on OpSec's website (http://www.opsecsecurity.com).

OpSec's trading in the 6 month period to 30 September 2015 was satisfactory and in line with the OpSec Directors' expectations. As anticipated, the rationalisation of the OpSec Group's production facilities was completed during the 6 month period to 30 September 2015.

   8             Information relating to Orca, Orca Holdings and the Investcorp Group

Orca has been established by Orca Holdings for the purposes of effecting the Transaction. Orca has not traded since incorporation, or entered into any obligations, other than in connection with the entering into and implementation of the Orca Share Exchange Agreement and related declarations of trust, the EBT Trustee Share Exchange Agreement, and the implementation and financing of the Scheme.

Orca Holdings is the company that was established by Investcorp Technology Fund III for the purpose of implementing Investcorp Technology Fund III's original investment in OpSec which completed on 1 February 2010. Following completion of the Transaction, Orca Holdings will continue to be owned by Investcorp Technology Fund III.

Investcorp Technology Partners III manages Investcorp Technology Fund III, the Investcorp Group technology private equity fund. Investcorp Technology Partners III has advised Investcorp Technology Fund III on growth buyouts, corporate carve-outs and investments in public and private companies in Western Europe and North America. Investcorp Technology Fund III's current investment portfolio includes several software and hardware companies in Europe and North America.

Investcorp Bank B.S.C., the ultimate parent of Investcorp Group, is an alternative asset management firm. Investcorp Bank B.S.C. is listed and traded on the Bahrain Bourse. As at 30 June 2015, the Investcorp Group had over US$10.6 billion in total assets under management ("AUM"), including assets managed by third party managers where Investcorp Technology Fund III receives fees calculated on the basis of the AUM.

   9             Management, employees and locations

Orca attaches great importance to the skills and experience of the existing management and employees of the OpSec Group and believes that following completion of the Transaction they will benefit from greater opportunities within the OpSec Group. Accordingly, Orca has notified the OpSec Board that, following the Scheme becoming Effective, Orca intends to observe the existing employment rights, including pension rights, of all employees of the OpSec Group, at least to the extent required by applicable law.

An important part of Investcorp Technology Fund III's strategy for OpSec is to use the business as a platform for consolidation. Accordingly, the Investcorp Group intends to pursue the acquisition of similar companies to OpSec and has identified several potential targets. Orca believes that the operations of each of the potential acquisitions currently being considered are complementary to those of the OpSec Group. As such Orca has no current intention to change the locations of the OpSec Group's place of business or to redeploy its fixed assets. No proposals currently exist to change the conditions of employment of any of the existing employees of the OpSec Group, however, there are likely to be opportunities after completion of any such complementary acquisition to seek cost efficiencies which may affect employees in various different ways, for example, through changes to working practices, changes in business processes and/or redundancies.

Over time, as further businesses are acquired into the group, Orca would intend to seek additional growth and cost saving opportunities from the enlarged group which may involve the redeployment of employees, operating locations and fixed assets.

Following the Effective Date, Orca is likely to implement management arrangements more suited for a private company. To date Orca has privately considered potential incentive arrangements that could involve giving participants a significant uplift in value if various financial metrics are met within a certain time period or up to a specific event as well as accelerated vesting of new options that would be granted in exchange for the current outstanding options under the ESOS. Following the completion of the Transaction and delisting of the OpSec Shares, Orca intends to continue to provide incentive arrangements to management consistent with the evolution of the business. Orca has not discussed these arrangements with management and will not do so prior to the Effective Date.

   10           The Management Arrangements

EBT

Orca has entered into a conditional binding arrangement with the EBT Trustee (pursuant to the EBT Trustee Share Exchange Agreement) whereby the EBT Trustee will, on or about the Effective Date, transfer the EBT Shares to Orca in exchange for the issue and allotment to the EBT Trustee by Orca of 2,826,115 B ordinary shares in Orca representing, in aggregate, approximately 2.4 per cent of the issued ordinary share capital of Orca as at such date.

Pursuant to Rule 16.2 of the Code, any arrangements that are being made available to the EBT Trustee which are not being made available to all OpSec Shareholders must be approved by a simple majority of the votes cast in person or by proxy by the Independent Shareholders at the Independent Shareholders Meeting.

The EBT Shares shall not form part of the Scheme and accordingly the EBT Trustee will not be able to vote at the Court Meeting. The EBT Trustee will also not vote on the Ordinary Resolutions relating to the Management Arrangements to be proposed at the Independent Shareholders Meeting. However, the EBT Trustee will be entitled to vote, in respect of EBT Shares, on the resolutions proposed at the General Meeting. The EBT Trustee has irrevocably undertaken to vote in favour of the resolutions to be proposed at the General Meeting in respect of its entire shareholding of 2,514,429 OpSec Shares, representing approximately 2.1 per cent of the Voting Shares.

OpSec Share Option Schemes

There are outstanding options granted in favour of several senior employees of the OpSec Group under the ESOS, including the Independent Directors. None of these awards are currently exercisable unless certain leaver circumstances occur prior to the Long Stop Date and none are currently expected to become exercisable prior to the Long Stop Date. Each Optionholder will be invited to enter into an option exchange agreement whereby the Optionholders agree to release their ESOS Option(s) in exchange for the grant of new option(s) over B ordinary shares in Orca (an "Option Exchange Agreement").

In accordance with Rule 15 of the Code, the holders of ESOS Options will be contacted separately regarding the effect of the Scheme on their rights under the ESOS and appropriate proposals will be made to them in respect of their ESOS Options.

If an Optionholder chooses not to enter into an Option Exchange Agreement, they will continue to hold Options in OpSec even once the Scheme has become Effective. It is proposed that certain amendments to the OpSec Articles be proposed for approval at the General Meeting to ensure that any OpSec Shares issued after the approval of the Scheme at the Court Meeting will: (i) be subject to the Scheme; and (ii) be automatically acquired by Orca.

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Pursuant to Rule 16.2 of the Code, any arrangements that are being made available to all Optionholders which are not being made available to all OpSec Shareholders must be approved by a simple majority of the votes cast in person or by proxy by the Independent Shareholders at the Independent Shareholders Meeting. Those OpSec Shareholders who are also Optionholders will not be entitled to vote on the Ordinary Resolutions relating to the Management Arrangements to be proposed at the Independent Shareholders Meeting. However, OpSec Shares held by OpSec Shareholders will form part of the Scheme and accordingly those OpSec Shareholders will be able to vote at the Scheme Meetings.

Further information on the Management Arrangements will be set out in the Scheme Document.

The Management Arrangements are conditional upon the Scheme becoming Effective, which includes approval of the Management Arrangements by the Independent Shareholders at the Independent Shareholders Meeting, further details of which are set out in paragraph 11 below.

   11           Independent Shareholders approval of the Management Arrangements

Independent Shareholders will be asked to approve the Management Arrangements by way of ordinary resolutions proposed at the Independent Shareholders Meeting. Voting at the Independent Shareholders Meeting will be by way of a poll. Orca and the EBT Trustee will not be entitled to vote on the Ordinary Resolutions.

Notices to convene the Independent Shareholders Meeting will be included in the Scheme Document.

Shore Capital considers the Management Arrangements to be fair and reasonable in so far as the Independent Shareholders are concerned.

   12           Financing of the Transaction

The Transaction is being financed by funds made available directly from: (i) Investcorp Technology Fund III; and (ii) Investcorp Funding Limited, a wholly owned subsidiary of Investcorp Bank B.S.C, in the form of debt financing. After completion of the Transaction permanent financing for OpSec, via additional debt and equity arrangements, will be arranged. The Investcorp Group intends to structure the financing for the business to support the organic and acquisition growth for the business and any other complementary business acquired as noted in paragraph 4 above.

Full implementation of the Transaction would result in cash consideration of approximately GBP10.8 million becoming payable to Scheme Shareholders.

Canaccord Genuity is satisfied that sufficient resources are available to Orca to satisfy, in full, the Cash Consideration payable to Scheme Shareholders under the terms of the Scheme.

   13           Opening Position Disclosure

On 7 October 2015, Orca Holdings made a public Opening Position Disclosure in accordance with Rule 8.1(a) of the Code giving details of all interests or short positions in, or rights to subscribe for, any relevant securities of OpSec held by Orca Holdings. However, it was not practicable in the time available to make enquiries of all persons acting in concert with Orca Holdings in order to include all relevant details in respect of such persons in the Opening Position Disclosure of Orca Holdings. Accordingly, where applicable, a further Opening Position Disclosure containing such details will be made as soon as possible in accordance with Rule 8 of the Code and Note 2(a)(i) on Rule 8 of the Code.

   14           Conditions

The implementation of the Transaction and the Management Arrangements will be subject to satisfaction or, where applicable, waiver of the Conditions. To become Effective, the Transaction and the Management Arrangements require, amongst other things:

 
 --   the approval of the Scheme by a majority 
       in number, representing not less than 75 
       per cent in value, of the Scheme Shareholders; 
 --   the Ordinary Resolutions being passed by 
       the requisite majority at the Independent 
       Shareholders Meeting; 
 --   the Special Resolutions required to implement 
       the Scheme being passed by the requisite 
       majority at the General Meeting; 
 --   the sanction of the Scheme by the Court; 
       and 
 --   the satisfaction or waiver of the other Conditions. 
 
   15           Scheme of Arrangement

It is intended that the Transaction will be effected by means of a Court--sanctioned scheme of arrangement between Orca and the Scheme Shareholders under Part 26 of the Companies Act but Orca may, with the consent of the Independent Directors and the Panel, elect to implement the Transaction by way of a Takeover Offer. The purpose of the Scheme is to provide for Orca to become the owner of the whole of the issued share capital of OpSec. The Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix I to this announcement and to be set out in the Scheme Document. The Conditions include a long-stop date of 31 March 2016 by which the Scheme must have become Effective (unless extended with the agreement of OpSec, Orca and the Court).

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting, the General Meeting or the Independent Shareholders Meeting. The Scheme will contain a provision for Orca to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Further details of the Scheme, including the timetable for its implementation, will be set out in the Scheme Document, which will be posted to OpSec Shareholders in due course and, in any event, within 28 days of the date of this announcement. Upon the Scheme becoming Effective, the Transaction Consideration will be despatched to Scheme Shareholders as soon as practicable but no later than 14 days after the Effective Date.

   16           The Scheme Meetings and the Independent Shareholders Meeting

Notices to convene the Scheme Meetings and the Independent Shareholders Meeting will be included in the Scheme Document. The purpose of the Court Meeting is to seek approval of Scheme Shareholders for the Scheme (with or without modification).

The purpose of the General Meeting is to consider and, if thought fit, pass the Special Resolutions (which requires votes in favour representing at least 75 per cent of the votes cast) to:

 
 (a)   authorise the OpSec Directors to take all 
        such action as they may consider necessary 
        or appropriate for carrying the Scheme into 
        effect; and 
 (b)   approve certain amendments to the OpSec Articles 
        to ensure that any OpSec Shares issued after 
        the approval of the Scheme at the Court Meeting 
        will: (i) be subject to the Scheme; and (ii) 
        be automatically acquired by Orca.

The purpose of the Independent Shareholders Meeting is for the Independent Shareholders to consider and, if thought fit, pass the Ordinary Resolutions to approve the Management Arrangements as required under Rule 16.2 of the Code.

   17           Delisting and re--registration

Subject to the Scheme becoming Effective, application will be made to the London Stock Exchange to cancel trading in the OpSec Shares on AIM.

Following the Effective Date and after the OpSec Shares are de-listed, share certificates in respect of the OpSec Shares will cease to be valid and entitlement to OpSec Shares held within the CREST system will be cancelled.

Following the Effective Date and after the OpSec Shares are de-listed, OpSec will be re--registered as a private limited company in accordance with section 97 of the Companies Act.

In the event that the Scheme does not become Effective, Orca intends to propose a resolution to de-list the Company and re-register it as a private limited company and vote its beneficial entitlement of approximately 81.70 per cent of the Voting Shares in favour of such resolutions.

   18           Overseas shareholders

The availability of the Transaction to OpSec Shareholders who are not resident in the UK may be affected by the laws of their relevant jurisdictions. Such persons should inform themselves about and observe any applicable legal, tax or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

The Transaction will not be made available, directly or indirectly, in or into and will not be capable of acceptance from or within any Restricted Jurisdiction.

   19           Takeover Offer

As stated in paragraph 15, Orca reserves the right with the consent of the Independent Directors and the Panel to elect to implement the acquisition of the OpSec Shares by way of a Takeover Offer.

   20           General

The Scheme Document will be posted to OpSec Shareholders as soon as practicable but in any event within 28 days of this announcement.

The Scheme will be subject to the Conditions set out in Appendix I to this announcement.

The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

   21           Documents on display

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Copies of the following documents are available for inspection on OpSec's website at: http://www.opsecsecurity.com:

 
 (a)   the irrevocable undertakings referred to 
        in paragraph 6 above; 
 (b)   a copy of this Announcement; 
 (c)   the EBT Trustee Share Exchange Agreement; 
        and 
 (d)   documents relating to the financing of the 
        Transaction as follows: 
       (i)     the Orca Share Exchange Agreement; 
       (ii)    the subscription agreement dated 27 October 
                2015 between Orca, Investcorp Funding 
                Limited, Investcorp Technology Partners 
                III (Cayman), LP., Investcorp Technology 
                Partners III (Cayman-I), LP. and Investcorp 
                Technology Partners III, LP., and Orca 
                Holdings; 
       (iii)   the subscription agreement dated 27 October 
                2015 between Orca Holdings and Orca; 
                and 
       (iv)    a facility agreement dated 16 October 
                2015 between Investcorp Funding Limited, 
                Orca, Investcorp Funding Limited, a wholly 
                owned subsidiary of Investcorp Bank B.S.C., 
                Investcorp Technology Partners III (Cayman), 
                LP., Investcorp Technology Partners III 
                (Cayman-I), LP. and Investcorp Technology 
                Partners III, LP., and Orca Holdings.

Important Notices

This announcement and all other documents, announcements or information published in relation to the Transaction by Orca will be available on the website of Investcorp Bank B.S.C. at http://www.investcorp.com/news-and-media.

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 and the Management Arrangements. 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.

Overseas Shareholders

Unless otherwise determined by Orca or required by the Code, and permitted by applicable law 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.

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") 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 tender offer rules.

It may be difficult for US holders of OpSec Shares to effect service of process within the United States on Orca, OpSec and/or any of 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.

Responsibility Statements

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Cautionary Note Regarding Forward-Looking Statements

Dealing and Opening Position Disclosure Requirements

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.

Electronic Communications

Publication on website and availability of hard copies

A copy of this announcement will be made available, free of charge, on the OpSec website at http://www.opsecsecurity.com by no later than 12 noon (UK time) on 28 October 2015.

Rule 2.10 Disclosure

Rounding

Appendix I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE TRANSACTION

Part A: Conditions of the Transaction

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The Transaction will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than the Long Stop Date.

 
 1   The Scheme will be subject to the following 
      conditions: 
     (a)   its approval by a majority in number 
            of the Scheme Shareholders (or the relevant 
            class or classes thereof, if applicable) 
            who are present and vote, whether in 
            person or by proxy, at the Court Meeting 
            (and at any separate class meeting which 
            may be required by the Court) or any 
            adjournment of any such meeting and 
            who represent 75 per cent. or more in 
            value of Scheme Shares (or the relevant 
            class or classes thereof, if applicable) 
            voted by those Scheme Shareholders (or 
            the relevant class or classes thereof, 
            if applicable); 
     (b)   all resolutions necessary to approve 
            and implement the Scheme and adopt the 
            Amended OpSec Articles being duly passed 
            by the requisite majority of OpSec Shareholders 
            at the General Meeting (or any adjournment 
            thereof); and 
     (c)   the sanction of the Scheme by the Court 
            (with or without modification but subject 
            to any such modification being on terms 
            acceptable to OpSec and Orca) and the 
            delivery of a copy of the Court Order 
            to the Registrar of Companies. 
 2   The Transaction will be conditional upon, 
      and accordingly the Court Order will not be 
      delivered to the Registrar of Companies unless 
      and until, any resolution or resolutions of 
      the Independent Shareholders required to approve 
      and implement the Management Arrangements 
      have been duly passed at the Independent Shareholders 
      Meeting (or at any adjournment thereof) in 
      accordance with Rule 16.2 of the Code. 
 3   In addition, subject as stated in Part B below 
      and to the requirements of the Panel, OpSec 
      and Orca have agreed that the Transaction 
      will be conditional upon the following conditions, 
      and, accordingly, the Court Order will not 
      be delivered to the Registrar of Companies 
      unless the following conditions (as amended, 
      if appropriate) have been satisfied or, where 
      relevant, waived: 
     (a)   all notifications and filings which 
            are necessary or are reasonably considered 
            appropriate by Orca having been made 
            in connection with the Transaction and 
            the Management Arrangements, all appropriate 
            waiting periods (including any extension 
            to them) under any applicable legislation 
            or regulations of any jurisdiction having 
            expired, lapsed or been terminated, 
            all necessary statutory or regulatory 
            obligations in any jurisdiction having 
            been complied with and all Authorisations 
            which in each case are necessary or 
            are reasonably considered appropriate 
            by Orca for or in respect of the Scheme, 
            its implementation or any acquisition 
            of any shares in, or control of, OpSec 
            or any member of the Wider OpSec Group 
            by any member of the Wider Orca Group 
            having been obtained in terms and in 
            a form reasonably satisfactory to Orca 
            from all Relevant Authorities or persons 
            with whom any member of the Wider OpSec 
            Group has entered into contractual arrangements 
            in each case where the absence of an 
            Authorisation from such a person would 
            have a material adverse effect on the 
            Wider OpSec Group taken as a whole, 
            and all such Authorisations, together 
            with all Authorisations necessary or 
            appropriate to carry on the business 
            of any member of the Wider OpSec Group, 
            remaining in full force and effect at 
            the time when the Scheme becomes Effective 
            and there being no intimation of any 
            intention to revoke or not to renew, 
            withdraw, suspend, withhold, modify 
            or amend the same in consequence of 
            the Scheme becoming Effective; 
     (b)   no Relevant Authority having instituted, 
            implemented or threatened any action, 
            suit, proceedings, investigation, reference 
            or enquiry, or enacted, made or proposed 
            any statute, regulation, order or decision, 
            or having taken any other steps or measures 
            that would or might be expected to in 
            any case which would be material in 
            the context of the Wider OpSec Group 
            or the Wider Orca Group, as the case 
            may be, when taken as a whole: 
           (i)      make the Transaction and/or the 
                     Management Arrangements, their implementation 
                     or the acquisition or proposed acquisition 
                     of any shares or other securities 
                     in, or control over, OpSec or any 
                     member of the Wider OpSec Group 
                     by Orca or any member of the Wider 
                     Orca Group, illegal, void or unenforceable 
                     or otherwise directly or indirectly 
                     restrict, restrain, prohibit, delay, 
                     frustrate or interfere in the implementation 
                     of or impose additional conditions 
                     or obligations with respect to or 
                     otherwise challenge the Transaction 
                     and/or the Management Arrangements 
                     in any case in a manner which is 
                     material in the context of the Wider 
                     OpSec Group when taken as a whole 
                     (including without limitation, taking 
                     any steps which would entitle the 
                     Relevant Authority to require Orca 
                     to dispose of all or some of its 
                     OpSec Shares or restrict the ability 
                     of Orca to exercise voting rights 
                     in respect of some or all of such 
                     OpSec Shares); 
           (ii)     require, prevent or materially delay 
                     a divestiture by any member of the 
                     Wider Orca Group of any shares or 
                     other securities in OpSec; 
           (iii)    impose any material limitation on, 
                     or result in a material delay in, 
                     the ability of Orca or OpSec or 
                     any member of the Wider Orca Group 
                     to acquire or hold or exercise effectively, 
                     directly or indirectly, any rights 
                     of ownership of shares or other 
                     securities in any member of the 
                     Wider OpSec Group or voting rights 
                     or management control over any member 
                     of the Wider OpSec Group; 
           (iv)     require, prevent or materially delay 
                     a divestiture by any member of the 
                     Wider Orca Group or the Wider OpSec 
                     Group of all or any material portion 
                     of their respective businesses, 
                     assets or properties or impose any 
                     material limitation on the ability 
                     of any of them to conduct their 
                     respective businesses or own their 
                     respective assets or properties; 
           (v)      result in any member of the Wider 
                     OpSec Group or the Wider Orca Group 
                     ceasing to be able to carry on the 
                     business under any name under which 
                     it presently does so; 
           (vi)     impose any material limitation on 
                     the ability of any member of the 
                     Wider Orca Group or of the Wider 
                     OpSec Group to conduct or integrate 
                     or co-ordinate its business, or 
                     any part of it, with the businesses 
                     or any part of the businesses of 
                     any other member of the Wider Orca 
                     Group or of the Wider OpSec Group; 
           (vii)    otherwise affect any or all of the 
                     businesses, assets, prospects or 
                     profits of any member of the Wider 
                     Orca Group or any member of the 
                     Wider OpSec Group in a manner which 
                     is material and adverse to the relevant 
                     Group taken as a whole; or 
           (viii)   require any member of the Wider 
                     OpSec Group or the Wider Orca Group 
                     to offer to acquire any shares or 
                     other securities owned by any third 
                     party in any member of either Group 
                     by any third party, 
           and all applicable waiting and other 
            time periods during which any such Relevant 
            Authority could institute, or implement 
            or threaten any proceedings, suit, investigation 
            or enquiry or enact, make or propose 
            any such statute, regulation or order 
            or take any other such step having expired, 
            lapsed or been terminated; 
     (c)   except as Fairly Disclosed, there being 
            no provision of any arrangement, agreement, 
            authorisation, lease, licence, consent, 
            permit, franchise or other instrument 
            to which any member of the Wider OpSec 
            Group is a party, or by or to which

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            any such member, or any of its assets, 
            may be bound, entitled or subject, which 
            could or might reasonably be expected, 
            as a consequence of the Transaction, 
            the Management Arrangements or of the 
            proposed acquisition of any shares or 
            other securities in, or control of, 
            OpSec, to result in, in any case to 
            an extent which is material in the context 
            of the OpSec Group taken as a whole: 
           (i)      any assets or interests of any member 
                     of the Wider OpSec Group being or 
                     falling to be disposed of or charged, 
                     or any right arising under which 
                     any such assets or interests could 
                     be required to be disposed of or 
                     charged or could cease to be available, 
                     other than in the ordinary course 
                     of business; 
           (ii)     any monies borrowed by or other 
                     indebtedness or liabilities (actual 
                     or contingent) of, or any grant 
                     available to, any member of the 
                     Wider OpSec Group becoming repayable 
                     or being capable of being declared 
                     repayable immediately or earlier 
                     than its stated repayment date or 
                     the ability of such member of the 
                     Wider OpSec Group to incur any indebtedness 
                     becoming or being capable of being 
                     or becoming withdrawn, prohibited 
                     or inhibited; 
           (iii)    any such arrangement, agreement, 
                     authorisation, lease, licence, consent, 
                     permit, franchise or other instrument 
                     being terminated or modified, affected, 
                     amended or varied or any action 
                     being taken or any onerous obligation 
                     or liability arising thereunder; 
           (iv)     the rights, liabilities, obligations, 
                     business or interests of any member 
                     of the Wider OpSec Group with any 
                     firm, body or person (or any arrangements 
                     relating to such business or interests) 
                     being terminated, modified, affected, 
                     amended or varied in any materially 
                     adverse manner; 
           (v)      the value of or the financial or 
                     trading position or prospects of 
                     any member of the Wider OpSec Group 
                     being prejudiced or adversely affected; 
           (vi)     the creation of any liability (actual 
                     or contingent) by any member of 
                     the Wider OpSec Group; 
           (vii)    any liability of any member of the 
                     Wider OpSec Group to make any severance, 
                     termination, bonus or other payment 
                     to any of its directors or other 
                     officers; 
           (viii)   the creation or enforcement of any 
                     mortgage, charge or other security 
                     interest over the whole or any part 
                     of the business, property or assets 
                     of any member of the Wider OpSec 
                     Group or any such mortgage, charge 
                     or security (whenever arising or 
                     having arisen) becoming enforceable; 
                     or 
           (ix)     any member of the Wider OpSec Group 
                     ceasing to be able to carry on business 
                     under any name under which it currently 
                     does so, 
           and no event having occurred which, 
            under any provision of any arrangement, 
            agreement, authorisation, lease, licence, 
            consent, permit, franchise or other 
            instrument to which any member of the 
            Wider OpSec Group is a party, or by 
            or to which any such member, or any 
            of its assets, may be bound, entitled 
            or subject, could result, in any case 
            to an extent which is material and adverse 
            in the context of the Wider OpSec Group 
            taken as a whole in any of the events 
            or circumstances as are referred to 
            in items (i) to (ix) inclusive of this 
            paragraph; 
     (d)   except as Fairly Disclosed: 
           (i)      no litigation, arbitration proceedings, 
                     mediation proceedings, prosecution 
                     or investigation or other legal 
                     proceedings to which any member 
                     of the Wider OpSec Group is or may 
                     become a party (whether as plaintiff, 
                     defendant or otherwise) having been 
                     instituted or threatened or remaining 
                     outstanding against or in respect 
                     of any member of the Wider OpSec 
                     Group which in any case is material 
                     in the context of the Wider OpSec 
                     Group taken as a whole; 
           (ii)     no adverse change or deterioration 
                     having occurred in the business, 
                     assets, financial or trading position, 
                     prospects or profits of any member 
                     of the Wider OpSec Group which in 
                     any case is material in the context 
                     of the Wider OpSec Group taken as 
                     a whole; 
           (iii)    no contingent or other liability 
                     having arisen, become apparent or 
                     increased which in any case is material 
                     in the context of the Wider OpSec 
                     Group taken as a whole; 
           (iv)     no steps have being taken and no 
                     omissions have been made which are 
                     likely to result in the withdrawal, 
                     cancellation, termination or modification 
                     of any licence held by any member 
                     of the Wider OpSec Group, which 
                     is necessary for the proper carrying 
                     on of its business; and 
           (v)      no enquiry or investigation by any 
                     Relevant Authority against or in 
                     respect of any member of the Wider 
                     OpSec Group having been threatened, 
                     announced or instituted or remaining 
                     outstanding by, against, or in respect 
                     of any member of the Wider OpSec 
                     Group which in any case is material 
                     in the context of the Wider OpSec 
                     Group taken as a whole; 
     (e)   since 31 March 2015 and except as Fairly 
            Disclosed, neither OpSec nor any other 
            member of the Wider OpSec Group having: 
           (i)      issued or agreed to issue or authorised 
                     the issue or grant of additional 
                     shares of any class, or securities 
                     convertible into or exchangeable 
                     for, or rights, warrants or options 
                     to subscribe for or acquire any 
                     such shares or convertible securities 
                     or transferred or sold any shares 
                     out of treasury; 
           (ii)     purchased, redeemed or repaid any 
                     of its own shares or other securities 
                     or reduced or made any other changes 
                     to its share capital; 
           (iii)    (save in respect of the Preferred 
                     Shares) recommended, declared, paid 
                     or made any dividend, bonus or other 
                     distribution whether payable in 
                     cash or otherwise, other than to 
                     OpSec or a wholly-owned subsidiary 
                     of OpSec; 
           (iv)     merged with, demerged or acquired 
                     any body corporate, partnership 
                     or business or acquired or disposed 
                     of or transferred, mortgaged, charged 
                     or created any security interest 
                     over any assets or any right, title 
                     or interest in any assets (including 
                     shares in subsidiaries and trade 
                     investments) which in any case would 
                     be material in the context of the 
                     Wider OpSec Group taken as a whole; 
           (v)      issued or authorised the issue of 
                     any debentures or incurred or increased 
                     any indebtedness or liability or 
                     become subject to a contingent liability 
                     which in any case is material in 
                     the context of the Wider OpSec Group 
                     taken as a whole; 
           (vi)     entered into, varied or authorised 
                     any arrangement, transaction, contract 
                     or commitment other than in the 
                     ordinary course of business (whether 
                     in respect of capital expenditure 
                     or otherwise) which is of a long-term, 
                     onerous or unusual nature or magnitude 
                     or which involves or could involve 
                     an obligation of a nature and magnitude 
                     which is or could restrict the scope 
                     of the existing business of any 
                     member of the Wider OpSec Group 
                     which in any case is material in

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                     the context of the Wider OpSec Group 
                     taken as a whole; 
           (vii)    entered into, implemented, effected 
                     or authorised any merger, demerger, 
                     reconstruction, amalgamation, scheme, 
                     commitment or other transaction 
                     or arrangement in relation to itself 
                     or another member of the Wider OpSec 
                     Group otherwise than in the ordinary 
                     course of business which in any 
                     case is material in the context 
                     of the OpSec Group taken as a whole; 
           (viii)   waived or compromised any claim 
                     which is material in the context 
                     of the Wider OpSec Group taken as 
                     a whole; 
           (ix)     taken any corporate action or had 
                     any legal proceedings started or 
                     threatened against it for its winding 
                     up (whether voluntary or otherwise), 
                     dissolution or reorganisation or 
                     analogous proceedings in any jurisdiction 
                     or for the appointment of a receiver, 
                     trustee, administrator, administrative 
                     receiver or similar officer in any 
                     jurisdiction of all or any of its 
                     assets and revenues or had any such 
                     person appointed which in any case 
                     is material in the context of the 
                     Wider OpSec Group taken as a whole; 
           (x)      been unable or admitted in writing 
                     that it is unable to pay its debts 
                     or having stopped or suspended (or 
                     threatened to do so) payments of 
                     its debts generally or ceased or 
                     threatened to cease carrying on 
                     all or a substantial part of its 
                     business in any case which is material 
                     in the context of the Wider OpSec 
                     Group taken as a whole; 
           (xi)     made or authorised any change in 
                     its loan capital; 
           (xii)    entered into or varied in any material 
                     respect the terms of any service 
                     agreement with or relating to any 
                     of the directors or senior executives 
                     of any member of the Wider OpSec 
                     Group; 
           (xiii)   proposed, agreed to provide or modified 
                     the terms of any share option scheme, 
                     incentive scheme or other benefit 
                     relating to the employment or termination 
                     of employment of any person employed 
                     by the Wider OpSec Group which in 
                     any case is material in the context 
                     of the Wider OpSec Group taken as 
                     a whole; 
           (xiv)    (save as envisaged pursuant to the 
                     Special Resolutions) made any alteration 
                     to its articles of association or 
                     other incorporation or constitutional 
                     documents which is material in the 
                     context of the Scheme; or 
           (xv)     entered into any agreement or commitment 
                     or passed any resolution or made 
                     any offer or proposed or announced 
                     any intention with respect to any 
                     of the transactions, matters or 
                     events referred to in this paragraph 
                     (e); 
     (f)   Orca not having discovered that, except 
            as Fairly Disclosed: 
           (i)      any financial, business or other 
                     information concerning the OpSec 
                     Group disclosed publicly or disclosed 
                     to any member of the Wider Orca 
                     Group at any time is misleading, 
                     contains a misrepresentation of 
                     fact or omits to state a fact necessary 
                     to make the information therein 
                     not misleading and which was not 
                     corrected before the date of announcement 
                     of the Transaction and the Management 
                     Arrangements either by public disclosure 
                     through a Regulatory Information 
                     Service or to Orca and which is 
                     material in the context of the Wider 
                     OpSec Group taken as a whole; 
           (ii)     any member of the Wider OpSec Group 
                     is subject to any liability otherwise 
                     than in the ordinary course of business, 
                     contingent or otherwise, which is 
                     or would be likely to be material 
                     in the context of the OpSec Group 
                     taken as a whole; or 
           (iii)    any information which affects the 
                     import of any information disclosed 
                     at any time by or on behalf of any 
                     member of the Wider OpSec Group 
                     which is material in the context 
                     of the OpSec Group taken as a whole; 
     (g)   Orca not having discovered that, except 
            as Fairly Disclosed: 
           (i)      any past or present member of the 
                     Wider OpSec Group has failed to 
                     comply with any and/or all applicable 
                     legislation or regulation, of any 
                     jurisdiction with regard to the 
                     disposal, spillage, release, discharge, 
                     leak or emission of any waste or 
                     hazardous substance or any substance 
                     likely to impair the environment 
                     or harm human health or animal health 
                     or otherwise relating to environmental 
                     matters, or that there has otherwise 
                     been any such disposal, spillage, 
                     release, discharge, leak or emission 
                     (whether or not the same constituted 
                     a non-compliance by any person with 
                     any such legislation or regulations, 
                     and wherever the same may have taken 
                     place) any of which disposal, spillage, 
                     release, discharge, leak or emission 
                     would be likely to give rise to 
                     any liability (actual or contingent) 
                     on the part of any member of the 
                     Wider OpSec Group which in any case, 
                     is or might reasonably be expected 
                     to be material in the context of 
                     the Wider OpSec Group taken as a 
                     whole; or 
           (ii)     there is, or is likely to be, for 
                     that or any reason whatsoever, any 
                     liability (actual or contingent) 
                     of any past or present member of 
                     the wider OpSec Group to make good, 
                     repair, reinstate or clean up any 
                     property or any controlled waters 
                     now or previously owned, occupied, 
                     operated or made use of or controlled 
                     by any such past or present member 
                     of the Wider OpSec Group, under 
                     any environmental legislation, regulation, 
                     notice, circular or order of any 
                     government, governmental, quasi-governmental, 
                     state or local government, supranational, 
                     statutory or other regulatory body, 
                     agency, court, association or any 
                     other person or body in any jurisdiction 
                     which in any case, is or might reasonably 
                     be expected to be material in the 
                     context of the Wider OpSec Group 
                     taken as a whole

Part B: Certain further terms of the Transaction

 
 4    Save with the consent of the Panel, the Transaction 
       will lapse and the Scheme will not proceed 
       if, before the date of the Scheme Meeting, 
       the Transaction or any matter arising from 
       it is referred to the UK Competition Commission 
       or following a request to the European Commission 
       under Rule 22(3) of the EC Merger Regulation 
       in relation to the Scheme or any part of it 
       which is accepted by the European Commission 
       the European Commission initiates proceedings 
       under Article 6(1)I of EC Merger Regulation. 
 5    Subject to the requirements of the Panel, 
       Orca reserves the right to waive in whole 
       or in part all or any of the above Conditions 
       except the conditions set out in paragraphs 
       1 and 2 of Appendix I to this announcement 
       which are not capable of being waived. The 
       Scheme will not become Effective unless all 
       of the Conditions have been fulfilled or (if 
       capable of waiver) waived or, where appropriate, 
       have been determined by Orca to be or to remain 
       satisfied by no later than the Long Stop Date. 
       Orca shall be under no obligation to waive 
       (if capable of waiver) or treat as fulfilled 
       any of the conditions set out in paragraphs 
       3(a) to (g) (inclusive) of Appendix I to this 
       announcement by a date earlier than the latest 
       date for the fulfilment or waiver thereof, 
       notwithstanding that other Conditions may 
       at such earlier date have been waived or fulfilled

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       and that there are at such earlier date no 
       circumstances indicating that any of such 
       Conditions may not be capable of fulfilment. 
 6    Orca reserves the right to elect (with the 
       consent of the Panel (if required)) to implement 
       the acquisition of the OpSec Shares by way 
       of a Takeover Offer as an alternative to the 
       Scheme. Any such Takeover Offer will be subject 
       to an acceptance condition set at 90 per cent 
       (or such lesser percentage as Orca may decide) 
       of the OpSec Shares to which such Takeover 
       Offer relates. Any such Takeover Offer will 
       be implemented on the same terms (subject 
       to appropriate amendments) as those which 
       would apply to the Scheme and in compliance 
       with applicable laws and regulations. 
 7    Under the Scheme, OpSec Shares will be acquired 
       by Orca fully paid up and free from all liens, 
       equities, equitable interests, charges, options, 
       encumbrances, rights of pre-emption and any 
       other third party rights or interests of any 
       nature whatsoever and together with all rights 
       existing as at the date of this announcement 
       or subsequently attaching or accruing to them, 
       including, without limitation, the right to 
       receive and retain, in full, all dividends 
       and other distributions (if any) declared, 
       made or paid, or any other return of capital 
       (whether by way of reduction of share capital 
       or share premium account or otherwise) made, 
       on or after the date of this announcement. 
       Accordingly, insofar as a dividend and/or 
       a distribution and/or a return of capital 
       is proposed, declared, made, paid or payable 
       by OpSec in respect of an OpSec Share after 
       the date of this announcement, Orca reserves 
       the right to reduce by the amount of the dividend 
       and/or distribution and/or return of capital 
       the price payable under the Scheme in respect 
       of an OpSec Share, except insofar as the OpSec 
       Share is or will be transferred pursuant to 
       the Scheme on a basis which entitles Orca 
       alone to receive the dividend and/or distribution 
       and/or return of capital but if that reduction 
       in price has not been effected, the person 
       to whom the Transaction Consideration is paid 
       in respect of that OpSec Share will be obliged 
       to account to Orca for the amount of such 
       the dividend and/or distribution and/or return 
       of capital. Any exercise by Orca of its rights 
       referred to in this paragraph will be subject 
       to an announcement and, for the avoidance 
       of doubt, will not be regarded as constituting 
       any revision or variation of the Transaction. 
 8    Under Rule 13.5 of the Code, Orca may not 
       invoke a Condition so as to cause the Scheme 
       not to proceed, to lapse or be withdrawn unless 
       the circumstances which give rise to the right 
       to invoke the Condition are of material significance 
       to Orca in the context of the Scheme. The 
       Conditions set out in paragraph 1 of Appendix 
       I to this announcement are not subject to 
       this provision of the Code. 
 9    The Transaction will be governed by English 
       law and be subject to the jurisdiction of 
       the English courts and to the Conditions and 
       further terms set out in this Appendix I and 
       to be set out in the Scheme Document. The 
       Transaction will be subject to the applicable 
       requirements of the Code, the Panel, the London 
       Stock Exchange and the Financial Conduct Authority. 
 10   The availability of the Scheme to persons 
       not resident in the United Kingdom may be 
       affected by the laws of the relevant jurisdictions. 
       Persons who are not resident in the United 
       Kingdom should inform themselves about and 
       observe any applicable requirements. The Transaction 
       is not being made, directly or indirectly, 
       in, into or from, or by use of the mails of, 
       or by any means of instrumentality (including, 
       but not limited to, facsimile, e-mail or other 
       electronic transmissions, telex or telephone) 
       of interstate or foreign commerce of, or of 
       any facility of, a national, state or other 
       securities exchange of, any jurisdiction where 
       to do so would violate the laws of that jurisdiction. 
 11   Copies of this announcement and any documentation 
       relating to the Scheme will not be made, directly 
       or indirectly, in or into, or by use of the 
       mails of, or by any means or instrumentality 
       (including, without limitation, facsimile 
       transmission, telex, telephone, internet or 
       email) of interstate or foreign commerce of, 
       or of any facility of a national securities 
       exchange of any jurisdiction prohibiting any 
       such action. 
 12   Each of the Conditions shall be regarded as 
       a separate Condition and shall not be limited 
       by reference to any other Condition.

Appendix II

BASES AND SOURCES

 
 1   The value attributed to the existing issued 
      share capital of OpSec is based upon the 101,212,121 
      OpSec Shares and 20,000,000 Preferred Shares 
      in issue on 27 October 2015, being the last 
      practicable date prior to the date of this 
      announcement. 
 2   For the purposes of the financial comparisons 
      contained in this announcement, no account 
      has been taken of any liability to taxation 
      or the treatment of fractions under the Scheme. 
 3   Unless otherwise stated, the financial information 
      on OpSec is extracted from the Annual Report.

Appendix III

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

 
 Acquisition             the proposed acquisition by Orca of 
                          the entire issued share capital of 
                          OpSec not already beneficially held 
                          by it 
 AIM                     AIM, a market operated by London Stock 
                          Exchange 
 AIM Rules               the AIM Rules for Companies published 
                          by London Stock Exchange from time 
                          to time 
 Amended OpSec           the articles of OpSec at the date 
  Articles                of the announcement as amended to 
                          include provisions, in terms approved 
                          by Orca, that avoid any person (other 
                          than Bidco or its nominee(s)) remaining 
                          as a holder of OpSec Shares after 
                          the Effective Date, such proposed 
                          amendments to be set out in full in 
                          the notice of the General Meeting 
 Annual Report           the annual report and audited accounts 
                          of the OpSec Group for year ended 
                          31 March 2015 
 Authorisations          authorisations, orders, grants, recognitions, 
                          confirmations, consents, licences, 
                          clearances, certificates, permissions 
                          or approvals 
 Business Day            a day (other than a Saturday or Sunday) 
                          on which banks in the city of London 
                          are open for normal banking business 
 Canaccord               Canaccord Genuity Limited, financial 
  Genuity                 adviser to Orca and Orca Holdings 
 Cash Consideration      the cash consideration due to a Scheme 
                          Shareholder under the Scheme in connection 
                          with the transfer of his Scheme Shares 
                          pursuant to the Transaction 
 Closing Price           the closing middle market quotation 
                          of an OpSec Share as derived from 
                          the Daily Official List or London 
                          Stock Exchange's website 
 Code                    the City Code on Takeovers and Mergers 
 Companies               the Companies Act 2006 (as amended 
  Act                     from time to time) 
 Conditions              the conditions of the Transaction 
                          which are set out in Appendix I to 
                          this announcement 
 Court                   the High Court of Justice, Chancery 
                          Division (Companies Court), in England 
                          and Wales 
 Court Meeting           the meeting of the Scheme Shareholders 
                          (or any adjournment thereof) convened 
                          by order of the Court under section 
                          899 of the Companies Act for the purposes 
                          of considering and, if thought fit, 
                          approving the Scheme (with or without 
                          amendment) 
 Court Order             the order of the Court sanctioning 
                          the Scheme 
 CREST                   the relevant system (as defined in 
                          the Uncertificated Securities Regulations 
                          2001 (SI 2001/3755)) in respect of 
                          which Euroclear UK & Ireland Limited 
                          is the Operator (as defined in the 
                          Regulations) 
 Daily Official          the Daily Official List of London 
  List                    Stock Exchange 
 Dealing Disclosure      a dealing disclosure made pursuant 
                          to Rule 8 of the Code 
 EBT                     the OpSec Security Group Employee 
                          Trust, the sole trustee of which is 
                          the EBT Trustee 
 EBT Shares              the OpSec Shares held by the EBT Trustee, 
                          which are to be excluded from the 
                          Scheme

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 EBT Trustee             the sole trustee of the EBT as at 
                          the date hereof, being the OpSec Security 
                          Group Employee Trustee Company Limited 
                          (company number 03783327) 
 EBT Trustee             the conditional binding agreement 
  Share Exchange          entered into on 27 October 2015 between 
  Agreement               Orca and the EBT Trustee pursuant 
                          to which the EBT Trustee will, on 
                          or about the Effective Date, transfer 
                          all of the EBT Shares to Orca in exchange 
                          for the issue and allotment to the 
                          EBT Trustee of 2,826,115 B ordinary 
                          shares in Orca 
 EC Merger               Council Regulation (EC) No. 139/2004 
  Regulation 
 Effective               the Scheme having become effective 
                          in accordance with its terms 
 Effective               the date on which the Scheme becomes 
  Date                    Effective 
 ESOS                    the OpSec Executive Share Option Scheme 
                          2014 as amended from time to time 
 ESOS Options            the options to subscribe for, or the 
                          right to be delivered, OpSec Shares 
                          granted by OpSec pursuant to the ESOS 
                          to Optionholders 
 Exchange Act            the US Securities Exchange Act of 
                          1934, as amended 
 Fairly Disclosed        fairly disclosed in the Annual Report 
                          or as publicly announced by or on 
                          behalf of OpSec through (a) a Regulatory 
                          Information Service before the date 
                          of this announcement or (b) the publication 
                          of such information on the main website 
                          maintained by OpSec before the date 
                          of this announcement 
 General Meeting         the general meeting of OpSec Shareholders 
                          (or any adjournment thereof) to be 
                          convened to consider and, if thought 
                          fit, pass inter alia the Special Resolutions, 
                          notice of which shall be set out in 
                          the Scheme Document 
 Independent             Richard Cremona and Michael Angus, 
  Directors               being the directors of OpSec who are 
                          independent in relation to the Transaction 
                          (but who, by agreement between OpSec 
                          and the Panel, are not considered 
                          to be independent for the purposes 
                          of the Management Arrangements) 
 Independent             the general meeting of Independent 
  Shareholders            Shareholders (or any adjournment thereof) 
  Meeting                 to be convened pursuant to Rule 16 
                          of the Code to consider and, if thought 
                          fit, pass the Ordinary Resolutions, 
                          notice of which shall be set out in 
                          the Scheme Document 
 Independent             all OpSec Shareholders, excluding: 
  Shareholders 
                         (a)    Orca; 
                         (b)    the EBT Trustee; and 
                                 (c) those Optionholders who also 
                                 hold OpSec Shares, 
                         and any person acting or deemed to 
                          be acting in concert with any of them 
 Independent             the 15,753,254 OpSec Shares in aggregate 
  Shares                  held by Independent Shareholders, 
                          which number is currently an estimate 
                          based on information provided by the 
                          Company and all Optionholders will 
                          be approached for confirmation of 
                          the number of OpSec Shares they each 
                          hold between the date of this announcement 
                          and the date of the Scheme Circular 
 Investcorp              Investcorp Bank B.S.C. and its consolidated 
  Group                   subsidiaries 
 Investcorp              an Investcorp Group technology private 
  Technology              equity investment fund managed by 
  Fund III                Investcorp Technology Partners III 
 Investcorp              collectively, Investcorp Technology 
  Technology              Partners III, LLC and Investcorp Technology 
  Partners III            Fund III Limited Partnership, the 
                          general partners of the entities that 
                          comprise Investcorp's Technology Fund 
                          III 
 London Stock            London Stock Exchange plc 
  Exchange 
 Long Stop               31 March 2016 or such later date (if 
  Date                    any) as Orca and OpSec may agree and 
                          (if required) the Panel and the Court 
                          may allow 
 Management              the proposed arrangement between Orca 
  Arrangements            and the EBT Trustee and the proposed 
                          treatment of the Optionholders, both 
                          as described in paragraph 10 of this 
                          announcement 
 Offer Period            the offer period (as defined by the 
                          Code) relating to OpSec, which commenced 
                          on 30 September 2015 and ending on 
                          the earlier of the date on which the 
                          Scheme becomes Effective and/or the 
                          date on which the Scheme lapses or 
                          is withdrawn (or such other date as 
                          the Panel may decide) 
 Offeror Group           each of Orca, Orca Holdings, Investcorp 
                          Technology Fund III and the EBT Trustee 
 Opening Position        an opening position disclosure made 
  Disclosure              pursuant to Rule 8 of the Code 
 OpSec                   OpSec Security Group plc 
 OpSec Articles          the articles of association of OpSec 
                          in force as at the date of this announcement 
 OpSec Directors         the directors of OpSec as at the date 
  or the OpSec            of this announcement, being Richard 
  Board                   Fuller, Richard Cremona, Michael Angus, 
                          Hazem Ben-Gacem and David Erlong 
 OpSec Group             collectively, OpSec and its subsidiaries, 
                          subsidiary undertakings, holding companies 
                          and parent undertakings from time 
                          to time and "member of the OpSec Group" 
                          shall be construed accordingly 
 OpSec Shareholders      holders of OpSec Shares 
 OpSec Shares            ordinary shares of 5 pence in the 
                          capital of OpSec 
 Option Exchange         the form of agreement each Optionholder 
  Agreement               will be invited to enter into to release 
                          their ESOS Options in exchange for 
                          the grant of new options over B ordinary 
                          shares in Orca 
 Optionholders           those persons who hold options over 
                          OpSec Shares pursuant to the ESOS 
 Orca                    Orca Bidco Limited 
 Orca Director           the sole director of Orca as at the 
                          date of this announcement, being Hazem 
                          Ben-Gacem 
 Orca Group              collectively, Orca and its subsidiaries, 
                          subsidiary undertakings, holdings 
                          companies and parent undertakings 
                          from time to time and "member of the 
                          Orca Group" shall be construed accordingly 
 Orca Holdings           Orca Holdings Limited 
 Orca Share              the agreement entered into on 27 October 
  Exchange Agreement      2015 between Orca Holdings and Orca 
                          pursuant to which Orca acquired 30,512,078 
                          OpSec Shares held by Orca Holdings 
                          in return for the issue to Orca Holdings 
                          by Orca of ordinary shares with a 
                          corresponding value 
 Ordinary Resolutions    the ordinary resolutions to be proposed 
                          at the Independent Shareholders Meeting 
                          to approve the terms of the Management 
                          Arrangements 
 Overseas Shareholders   OpSec Shareholders whose registered 
                          addresses are outside the UK or who 
                          are citizens or residents of countries 
                          other than the UK 
 Panel                   the UK Panel on Takeovers and Mergers 
 pounds or               UK pounds sterling, the lawful currency 
  GBP                     of the United Kingdom 
 Preferred               the 7.5 per cent redeemable convertible 
  Shares                  preferred ordinary shares of 5 pence 
                          each in the capital of OpSec 
 Registrar               the Registrar of Companies in England 
  of Companies            and Wales 
 Regulatory              any information services authorised 
  Information             from time to time by the Financial 
  Service                 Conduct Authority for the purpose 
                          of disseminating regulatory announcements 
 Relevant Authority      any government or governmental, quasi-governmental, 
                          supranational, statutory or regulatory 
                          body, or any court, institution, investigative 
                          body, association, trade agency or 
                          professional or environmental body

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