TIDMOSG
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
by
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
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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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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.
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
by
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 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 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.
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 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.
Unless otherwise determined by Orca or required by the Code, and
permitted by applicable law and regulation, the Offer shall not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. The availability of
the Transaction and the Management Arrangements to OpSec
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their OpSec Shares with respect to the
Scheme at the Court Meeting or to execute and deliver forms of
proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in
which they are located or of which they are citizens. Any failure
to comply with such requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, all persons involved in the
Transaction and the Management Arrangements disclaim any
responsibility or liability for the violation of such requirements
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Notice to US Shareholders
The Transaction relates to the shares of an English company that
is a "foreign private issuer" (as defined in Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act")
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
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.
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
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The Orca Director and the investment committee of Investcorp
Technology Fund III (comprising each of Hazem Ben-Gacem, Savio
Tung, Gilbert Kamieniecky and Anand Radhakrishnan) accept
responsibility for the information contained in this announcement
other than the information relating to OpSec, the OpSec Group, the
OpSec Directors, their close relatives and related trusts and
companies. To the best of the knowledge and belief of the Orca
Director and the investment committee of Investcorp Technology Fund
III (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of that information.
The Independent Directors accept responsibility for the
information contained in this announcement relating to OpSec, the
OpSec Group, the OpSec Directors, their close relatives and related
trusts and companies and including, for the avoidance of doubt, the
recommendation in respect of the Transaction (but not the
Management Arrangements) set out in paragraph 3 of this
announcement. To the best of the knowledge and belief of the
Independent Directors, who have taken all reasonable care to ensure
that such is the case, the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
that information.
The OpSec Directors (other than the Independent Directors)
accept responsibility for the information contained in this
announcement relating to OpSec, the OpSec Group, the OpSec
Directors, their close relatives and related trusts and companies
but excluding, for the avoidance of doubt, the recommendations set
out in paragraph 3 of this announcement. To the best of the
knowledge and belief of the OpSec Directors (other than the
Independent Directors), who have taken all reasonable care to
ensure that such is the case, the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
that information.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of OpSec and certain plans and objectives of Orca with
respect thereto. These forward--looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "expect", "estimate", "target", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by OpSec
and/or Orca in light of their experience and their perception of
historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future and the factors described in the context of such
forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this announcement.
Neither OpSec nor Orca assumes any obligation to update or correct
the information contained in this announcement (whether as a result
of new information, future events or otherwise), except as required
by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations and dispositions.
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for OpSec for current or future financial years
would necessarily match or exceed the historical published earnings
per share for OpSec.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 p.m. (UK time) on the 10(th) business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (UK time) on the 10(th) business day following
the announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by no later than 3.30 p.m. (UK time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code). Details of the offeree and offeror companies in respect
of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number
of relevant securities in issue, when the offer period commenced
and when any offeror was first identified. If you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure, you should contact the Panel's
Market Surveillance Unit on +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.
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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