New Offer Document Posted - Opsec/Orca

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

8 June 2011

New Recommended Cash Offer

for

OpSec Security Group plc - Posting of New Offer Document

On 2 June 2011, Orca Holdings Limited ("Orca") and the Independent Directors of OpSec Security Group plc ("OpSec") announced that they had reached agreement on the terms of a new recommended cash offer for the entire issued and to be issued ordinary share capital of OpSec not already owned to be made by Orca (the "Announcement").

Further to the Announcement, Orca and the Independent Directors of OpSec hereby announce that the new offer document, containing (amongst other things) the full terms and conditions of the New Offer (the "New Offer Document") is being posted today to OpSec's Shareholders together with the Form of Acceptance.

The New Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 7 July 2011.

If you hold your OpSec Shares, or any of them, in certificated form, to accept the New Offer in respect of those OpSec Shares you should complete, sign and return the Form of Acceptance as soon as possible (together with your share certificate(s) and/or other documents of title) and, in any event, so as to be received by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 1.00 p.m. (London time) on 7 July 2011.

If you hold your OpSec Shares, or any of them, in uncertificated form (that is, in CREST), to accept the NewOffer in respect of those OpSec Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. on 7 July 2011. If you hold your OpSec Shares as a CREST sponsored member, you should refer to you CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Copies of the New Offer Document and the Form of Acceptance are available for inspection and collection (during normal business hours only) from Capita Registrars Limited, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephone on 0871 6640321 (from within the UK) or +44 (0)208 639 3399 (from outside the UK) while the New Offer remains open for acceptance. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus any service provider's network extras. Calls to the +44 (0) 20 8639 3399 number from outside the United Kingdom are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Lines are open from 9.00 am to 5.30 pm, Monday to Friday. Capita Registrars cannot provide advice on the merits of the New Offer or give any financial, legal or tax advice.

Subject to the New Offer becoming or being declared unconditional in all respects, where Orca receives acceptances of the New Offer in respect of, or otherwise acquires, 90 per cent. or more of the OpSec Shares to which the New Offer relates, Orca intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act to acquire compulsorily the remaining OpSec Shares on the same terms as the New Offer.

Upon the New Offer becoming or being declared unconditional in all respects and, subject to any applicable requirements of the AIM Rules, where Orca receives acceptances of the New Offer which result in Orca and/or any other members of the Investcorp Group holding OpSec Shares and/or Preferred Shares carrying in aggregate 75 per cent. or more of the total number of the voting rights of OpSec, Orca intends to procure that OpSec applies to the London Stock Exchange for the cancellation of trading in the OpSec Shares on AIM. Not less than 20 Business Days' notice of cancellation will be given, commencing either on the date Orca has acquired or agreed to acquire such number of OpSec Shares and/or Preferred Shares as shall result in it holding 75 per cent. or more of the voting rights of OpSec or on the first date of the issue of compulsory acquisition notices under section 979 of the Companies Act.

Cancellation of the admission of OpSec Shares to trading on AIM would significantly reduce the liquidity and marketability of any OpSec Shares in respect of which acceptances of the New Offer are not submitted.

In addition, Orca intends to procure that OpSec will be re-registered as a private company under the relevant provisions of the Companies Act.

Upon the New Offer becoming or being declared unconditional in all respects, and where Orca receives acceptances of the New Offer which result in Orca and/or any other members of the Investcorp Group holding OpSec Shares and/or Preferred Shares carrying in aggregate 75 per cent. or more of the total number of voting rights of OpSec, Orca has agreed to convert its 20,000,000 Preferred Shares into 20,000,000 OpSec Shares.

Please carefully read the New Offer Document and the Form of Acceptance (if you hold your OpSec Shares in certificated form) in their entirety before making a decision with respect to the New Offer.

Terms defined in the New Offer Document have the same meaning as when used in this announcement.

This announcement is not intended to and does not constitute or form any part of, an offer to sell or the solicitation of an offer to subscribe for or purchase or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the New Offer or otherwise nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the New Offer should be made only on the basis of the information in the New Offer Document and the accompanying Form of Acceptance (or any document by which the New Offer is made) which will contain the full terms and conditions of the New Offer, including details of how the New Offer may be accepted. Please carefully read the New Offer Document and the accompanying Form of Acceptance in their entirety before making a decision with respect to the New Offer.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Orca and the Investcorp Funds and no one else in connection with the matters set forth in this announcement, the New Offer Document, the Form of Acceptance and the New Offer and will not be responsible to anyone other than Orca and the Investcorp Funds for providing the protections afforded to its clients or for providing advice in relation to the New Offer, the contents of this announcement, the New Offer Document or the Form of Acceptance.

The New Offer shall be made solely by Orca and neither Numis nor any of its respective affiliates are making the New Offer.

Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to OpSec and no one else in connection with the matters set forth in this announcement, the New Offer Document, the Form of Acceptance and the New Offer and will not be responsible to anyone other than OpSec for providing the protections afforded to its clients or for providing advice in relation to the New Offer, the contents of this announcement, the New Offer Document or the Form of Acceptance.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with the laws of England and Wales, the City Code, the AIM Rules and the Disclosure and Transparency Rules 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 England and Wales. The availability of the New Offer to OpSec Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located or of which they are citizens.

The release, publication or distribution of this announcement in, into or from any jurisdiction other than the United Kingdom may be restricted by the law, and therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, all persons involved in the New Offer disclaim any responsibility or liability for the violation of such requirements by any person. Further details in relation to Overseas Shareholders are contained in the New Offer Document.

Notice to US investors

The New Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The OpSec Shares are not registered under Section 12 of the US Securities Exchange Act of 1934 (the "US Exchange Act"). Consequently, the New Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "US Exchange Act") and otherwise in accordance with the requirements of the City Code. Accordingly, the New Offer is subject to certain procedural requirements, including with respect to withdrawal rights and settlement procedures that are different in some respects from those applicable under the United States tender offer laws and regulations relating to tender offers for equity securities that are registered under the US Exchange Act.

Each United States shareholder of OpSec Shares is urged to consult with his independent professional adviser regarding any acceptance of the New Offer including, without limitation, to consider the tax consequences associated with such shareholder's election to participate in the New Offer.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the requirements of Section 14(e) of, and Regulation 14E under the US Exchange Act or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. Neither the SEC nor any other United States state securities commission has approved or disapproved this announcement or the New Offer Document or passed judgement upon the adequacy or completeness of this announcement or the New Offer Document. Any representation to the contrary is a criminal offence.

It may be difficult for holders of OpSec securities to enforce their rights and any claim arising out of the United States federal securities laws. Orca and OpSec are located outside of the United States, and some of their officers and directors may be resident outside of the United States. As a result, it may not be possible for holders of OpSec securities to effect service of process within the United States upon OpSec or Orca or their officers of directors or to enforce against any of them judgments obtained in US courts predicated upon the civil liability provisions of the federal securities laws of the United States.

Responsibility statements

The Orca Director and the members of the investment committee of the Investcorp Funds 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 members of investment committee of the Investcorp Funds (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 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. To the best of the knowledge and belief of the OpSec 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.

Forward-Looking Statements

This announcement may contain "forward-looking statements" concerning Orca and OpSec. All statements other than historical statements of fact included in this announcement, may be forward- looking statements. These statements are based on the current expectations of the management of Orca and OpSec. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "targets", "estimate" or similar expressions identify forward-looking statements. The statements have been made with reference to forecast price changes, economic conditions and the current regulatory environment. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of Orca and OpSec to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Neither Orca nor OpSec undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of Orca, OpSec or the Enlarged Group following completion of the New Offer unless otherwise stated.

Opening Position and Dealing Disclosure Requirements under the City Code

Under Rule 8.3(a) of the City Code, any person who is "interested" in 1 per cent. (directly or indirectly) 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) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 City Code, any person who is, or becomes, interested in 1 per cent. (directly or indirectly) 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. A "Dealing Disclosure" by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London 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.

"Opening Position Disclosures" must also be made by the offeree company and by the paper offeror and "Dealing Disclosures" must also be made by the offeree company, by the paper 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 Panel's website at 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.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclosure a "dealing" under Rule 8 of the City Code, you should contact an independent financial adviser authorised under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7638 0129.

Publication on websites

In accordance with Rule 19.11 of the City Code, a copy of this announcement and all other documents, announcements or information published in connection with the New Offer is and will be available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, for inspection on the OpSec website at www.opsecsecurity.com during the course of the New Offer. For the avoidance of doubt, the content of such websites is not incorporated into and does not form part of this announcement.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, OpSec confirms that it has 56,045,858 issued ordinary shares of 5 pence each admitted to trading with an International Securities Identification Number (ISIN) of GB0000462191. In addition, OpSec has 20,000,000 9.75 per cent. redeemable convertible preferred ordinary shares of 5 pence which are unlisted.

Please be aware that addresses and certain other 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 New Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.6(c).