Director/PDMR Shareholding

7 February 2014

OPSEC SECURITY GROUP PLC

("OpSec" or the "Company")

Director Dealings

The Company announces that on 6 February 2014, OpSec Security Group Employee Trustee Company Limited ("Trustee") as trustee of the OpSec Security Group Share Trust, granted awards ("Awards") under the OpSec Security Group Long Term Incentive Plan 2007 ("LTIP") to the directors of the Company ("Directors") named in the table below whereby they are entitled to acquire, for nil consideration, up to the number of ordinary shares of 5 pence in the Company ("Ordinary Shares") set out against their names (subject to the conditions set out below). 

The awardholders will be entitled to acquire:-

· the maximum number of Ordinary Shares only if the Company's adjusted earnings per share (eps) for the year ended 31 March 2016 exceeds its eps for the year ended 31 March 2013 by not less than the increase in the retail prices index for that three-year period plus 10% per year; and

· one-half of the maximum number of Ordinary Shares if the Company's eps for the year ended 31 March 2016 exceeds its eps for the year ended 31 March 2013 by the increase in the retail prices index for that three-year period plus 5% per year.

The number of Ordinary Shares that awardholders can acquire will increase, on a straightline basis, if and to the extent that the Company's eps for the year ended 31 March 2016 exceeds its eps for the year ended 31 March 2013 by more than the increase in the retail prices index for that three-year period plus 5% per year.

The Trustee on 6 February 2014 also granted Awards under the LTIP to other employees of the Company over a further 690,000 Ordinary Shares.

The Company also announces that it has adopted a new management incentive scheme, the OpSec Management Incentive Scheme 2014 ("MIS"). Under the MIS, on 6 February 2014 the Company granted options ("Options") to the Directors named in the table below whereby they are entitled to acquire, at 55 pence per Ordinary Share, up to the number of Ordinary Shares set out against their names.

The Options will vest, as to one-half of the Ordinary Shares under Option, on a time basis (the "Time-Based Option") and, as to the other one-half of the Ordinary Shares under Option, if and to the extent that certain targets relating to the Company's EBITDA are met (the "Performance-Based Option").

The Time-Based Option will vest as follows:-

· on the date of grant, as to twenty three-forty eighth (23/48) of the Ordinary Shares;

· on 28 February 2014 and the last day of each subsequent month until 31 January 2016, one-forty eighth (1/48) of those Ordinary Shares; and

· on 29 February 2016, the balance.

The Performance Based Option will vest as follows:-

· one-third of those Ordinary Shares will vest if the Company's EBITDA for the financial period ending 31 March 2014 is not less than £9 million, the Company's EBITDA for the financial period ending 31 March 2015 is not less than £13 million or the Company's EBITDA for the financial period ending 31 March 2016 is not less than £16 million;

· a further one-third of those Ordinary Shares will vest if the Company's EBITDA for the financial period ending 31 March 2015 is not less than £13 million or the Company's EBITDA for the financial period ending 31 March 2016 is not less than £16 million; and

· the final one-third of those Ordinary Shares will vest if the Company's EBITDA for the financial period ending 31 March 2016 is not less than £16 million.

The Options will (to the extent that they have not already vested) vest if:-

· there is a qualifying change of control of the Company; and

· the price per Ordinary Share payable in connection with the qualifying change of control is not less than 75 pence.

The Company's EBITDA for any period is defined as the earnings (computed in accordance with prevailing accounting principles) for that period before interest, tax, depreciation and amortisation of the Company and its subsidiaries (adjusted so as to disregard the effects of charges or credits for share-based payments and exceptional items and impairment charges).

A qualifying change of control of the Company means:-

· a change of control of the Company resulting from a formal offer made by a third party for its entire issued share capital;

· a person (or persons) acquiring control of the Company (other than as a result of a formal offer) unless that person is Investcorp SA or its affiliates (in which case, this will be a qualifying change of control only if this is agreed with two or more participants holding more than 50% of the Ordinary Shares under Option under the MIS); and

· other circumstances similar to those set out above that are agreed with two or more participants holding more than 50% of the Ordinary Shares under Option under the MIS, or determined by an independent expert, to be a qualifying change of control.

The Options can be exercised at any time after they have vested until the earlier of 30 September 2023 and six months following a qualifying change of control of the Company.

On 6 February 2014, the Company also granted Options under the MIS to other employees of the Company over a further 2,150,000 Ordinary Shares.

- Ends -

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