New Recommended Cash Offer by Orca for OpSec

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

2 June 2011

New Recommended Cash Offer

by

Orca Holdings Limited

for

OpSec Security Group plc

Summary

§ On 27 April 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 recommended cash offer for OpSec (the "Initial Offer").

§ The Initial Offer was subject to certain conditions including the approval by independent shareholders of OpSec of the Management Team Arrangements and the EBT Arrangement (as defined and summarised in the Initial Offer Document and together the "Arrangements") by way of an ordinary resolution as required by Rule 16 of the Code (the "Rule 16 Condition").

§ At the general meeting of OpSec held on 27 May 2011, the required ordinary resolution was not passed by the requisite majority of independent shareholders of OpSec. Accordingly on 2 June 2011, Orca announced with the consent of the Panel that, as the Rule 16 Condition had not been satisfied, the Initial Offer had lapsed with immediate effect and was no longer capable of acceptance.

§ Orca and the Independent Directors of OpSec are pleased to announce that they have agreed the terms of a new recommended cash offer (the "New Offer") for the entire issued (and to be issued) share capital of OpSec not already owned by Orca. The Panel has provided its consent to the making of the New Offer in accordance with Note (a)(i) to Rule 35.1 of the Code.

§ The New Offer will comprise 50 pence in cash (the "New Offer Price") for each OpSec Share, valuing the entire issued ordinary share capital of OpSec at approximately £28.0 million.

§ The New Offer is conditional upon, inter alia, valid acceptances being received in respect of OpSec Shares which carry more than 50 per cent. of the voting rights exercisable at OpSec general meetings when aggregated with the Voting Shares already held, or subsequently acquired or agreed to be acquired, by Orca and persons acting in concert with it.

§ The New Offer does not comprise any management incentivisation arrangements or proposals requiring the approval of independent shareholders of OpSec under Rule 16 of the Code and is, therefore, not conditional on any such approval. Orca has not discussed any such arrangements with any members of the management team and Orca has further undertaken to the Panel that it shall not discuss or enter into any such arrangements for a period of six months following the completion of the New Offer.

§ The New Offer Price represents a premium of approximately:

- 117.4 per cent. to the Closing Price of 23.00 pence per OpSec Share on 21 April 2011, being the Business Day prior to the announcement that the Company had received an approach in relation to the Initial Offer;

- 250.9 per cent. to the Closing Price of 14.25 pence per OpSec Share on 29 January 2010, being the latest practicable Business Day prior to the announcement of Orca's original investment in OpSec;

- 106.1 per cent. to the average Closing Price of 24.26 pence per OpSec Share for the twelve months prior to and including 26 April 2011, being the latest practicable Business Day prior to the date of the announcement of the Initial Offer; and

- 80.2 per cent. to the Closing Price of 27.75 pence per OpSec Share on 26 April 2011, being the latest practicable Business Day prior to the date of the announcement of the Initial Offer.

The New Offer will be made by Orca, the company established by funds managed or advised by Investcorp Technology Partners ("Investcorp") to make its original investment in OpSec which completed on 8 March 2010. Orca holds 2,668,850 OpSec Shares (representing approximately 4.8 per cent. of the OpSec Shares) and 20,000,000 Preferred Shares, all with equal voting rights. The total number of Voting Shares held by Orca in OpSec is therefore 22,668,850, which represents approximately 29.8 per cent. of the Voting Shares of OpSec.

§ Following completion of the New Offer, Orca intends to retain Mark Turnage as CEO and Mike Angus as Finance Director of OpSec together with other senior management team members. There have been no changes to their existing service contracts and no management lock-in arrangements have been put into place.

§ The Independent Directors (comprising David Mahony and Richard Povey only), who have been so advised by Shore Capital, consider the terms of the New Offer to be fair and reasonable. Accordingly, the Independent Directors intend unanimously to recommend that OpSec Shareholders accept the New Offer, as the Independent Directors have irrevocably undertaken to do, or procure to be done, in respect of their entire beneficial holdings of 612,920 OpSec Shares, representing approximately 0.8 per cent. of the Voting Shares of OpSec. In providing its advice, Shore Capital has taken into account the commercial assessments of the Independent Directors.

§ Further details relating to the Independent Directors' irrevocable undertakings, including the conditions to which they are subject, are set out in paragraph 4 of this announcement.

Commenting on the New Offer, Hazem Ben-Gacem, Managing Director and Co-Head of Investcorp Technology Partners, said "We have been a highly supportive shareholder of OpSec since our investment in the Company last year. Under Orca's ownership, OpSec will have access to significant additional funding to enhance its ability to take advantage of development and growth opportunities."

Commenting on the New Offer, David Mahony, OpSec's Chairman said: "The New Offer, as with the Initial Offer, gives OpSec's shareholders the opportunity to achieve a cash exit at a very 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."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the appendices). The New Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the terms and conditions to be set out in the offer document relating to the New Offer ("New Offer Document"). Appendix II contains the bases and sources of certain information used in this summary and the following announcement. Appendix III contains definitions of certain terms used in this summary and the following 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 Investcorp and no one else in connection with the New Offer and other matters referred to in this announcement and will not be responsible to anyone other than Orca and Investcorp for providing the protections afforded to its clients or for providing advice in relation to the New Offer or any other matters referred to herein.

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 New Offer and other matters referred to in this announcement 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 or any other matters referred to herein.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with the laws of England and Wales, the 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 the United Kingdom. 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 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 will be 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 Code. Accordingly, the New Offer is subject to certain procedural requirements, including with respect to withdrawal rights and settlement procedures that are different 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.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. 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 the New Offer or passed judgement upon the adequacy or completeness of this announcement or will do so in respect of 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. Further, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the US, rights predicated upon the federal securities laws.

Responsibility statements

The Orca Director and the investment committee of Investcorp 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 (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 directors of OpSec 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 Code

Under Rule 8.3(a) of the 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 New 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 New 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 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 New Offer Period commenced and when any offeror was first identified.

Terms in quotation marks are defined in the 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 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 Code, a copy of this announcement 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 website 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 Code.

Please carefully read the New Offer Document and the accompanying Form of Acceptance (if you hold your OpSec Shares in certified form) to be posted to OpSec Shareholders following the date of this announcement in their entirety before making a decision with respect to the New Offer.

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

2 June 2011

New Recommended Cash Offer

by

Orca Holdings Limited

for

OpSec Security Group plc

1. Introduction

On 27 April 2011 Orca and the Independent Directors of OpSec announced that they had reached agreement on the terms of a recommended cash offer for OpSec (the "Initial Offer"). The offer document setting out the terms and conditions of the Initial Offer (the "Initial Offer Document") was posted to OpSec Shareholders on 11 May 2011.

The Initial Offer was subject to certain conditions including the approval by independent shareholders of OpSec of the Management Team Arrangements and the EBT Arrangement (as defined and summarised in the Initial Offer Document and together the "Arrangements") by way of an ordinary resolution as required by Rule 16 of the Code (the "Rule 16 Condition").

At the general meeting of OpSec held on 27 May 2011, the required ordinary resolution was not passed by the requisite majority of independent shareholders of OpSec. On 1 June 2011, Orca agreed with OpSec's Chief Executive Mark Turnage, Finance Director Mike Angus and other senior management team members (together the "Management Team") and the OpSec Security Group Employee Benefit Trust (the "EBT") to terminate the Arrangements pursuant to (i) a deed of termination made between Orca, the Management Team and the EBT terminating the share and option exchange agreement dated 27 April 2011; and (ii) a deed of termination made between Orca, the Investcorp Funds, the Management Team and the EBT terminating the investment agreement dated 27 April 2011.

Accordingly on 2 June 2011, Orca announced, with the consent of the Panel that, as the Rule 16 Condition had not been satisfied, the Initial Offer had lapsed with immediate effect and was no longer capable of acceptance. All acceptances of the Initial Offer received to such date and thereafter are therefore of no effect and any accepting OpSec Shareholders cease to be bound by their acceptances of the Initial Offer.

Orca and the Independent Directors of OpSec are pleased to announce that they have agreed the terms of a new recommended cash offer (the "New Offer") for the entire issued (and to be issued) ordinary share capital of OpSec not already owned by Orca. The Panel has provided its consent to the making of the New Offer in accordance with Note (a)(i) to Rule 35.1 of the Code.

The New Offer is conditional upon, inter alia, valid acceptances being received in respect of OpSec Shares which carry more than 50 per cent. of the voting rights exercisable at OpSec general meetings when aggregated with the Voting Shares already held, or subsequently acquired or agreed to be acquired, by Orca and persons acting in concert with it.

The New Offer does not comprise any management incentivisation arrangements or proposals requiring the approval of independent shareholders of OpSec under Rule 16 of the Code and is, therefore, not conditional on any such approval. Orca has not discussed any such arrangements with any members of the management team and Orca has further undertaken to the Panel that it shall not discuss or enter into any such arrangements for a period of six months following the completion of the New Offer

The New Offer will be made by Orca, the company established by funds managed or advised by Investcorp Technology Partners ("Investcorp") to make its original investment in OpSec which completed on 8 March 2010. Orca currently holds 2,668,850 OpSec Shares (representing approximately 4.8 per cent. of the OpSec Shares) and 20,000,000 Preferred Shares, all with equal voting rights. The total number of Voting Shares held by Orca in OpSec is therefore 22,668,850, which represents approximately 29.8 per cent. of the Voting Shares of OpSec.

2. Summary of the New Offer

The New Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the New Offer Document, is being made on the following basis:

50 pence in cash for each OpSec Share not already held by Orca

On this basis, the New Offer values the entire issued ordinary share capital of OpSec at approximately £28.0 million.

The New Offer Price represents a premium of approximately:

- 117.4 per cent. to the Closing Price of 23.00 pence per OpSec Share on 21 April 2011, being the Business Day prior to the announcement that the Company had received an approach in relation to the Initial Offer;

- 250.9 per cent. to the Closing Price of 14.25 pence per OpSec's Share on 29 January 2010, being the latest practicable Business Day prior to the announcement of Orca's original investment in OpSec;

- 106.1 per cent. to the average Closing Price of 24.26 pence per OpSec's Share for the twelve months prior to and including 26 April 2011, being the latest practicable Business Day prior to the date of the announcement of the Initial Offer; and

- 80.2 per cent. to the Closing Price of 27.75 pence per OpSec's Share on 26 April 2011, being the latest practicable Business Day prior to the date of the announcement of the Initial Offer.

Numis is satisfied that sufficient resources are available to Orca to satisfy, in full, the cash consideration payable to OpSec Shareholders under the terms of the New Offer.

3. Recommendation

The OpSec Board has determined that it is appropriate that only the Independent Directors who considered and recommended the Initial Offer consider the terms and conditions of the New Offer and make a recommendation to OpSec Shareholders. The Independent Directors, who have been so advised by Shore Capital, consider the terms of the New Offer to be fair and reasonable. Accordingly, the Independent Directors intend to unanimously recommend that OpSec Shareholders accept the New Offer, as the Independent Directors have irrevocably undertaken to do as described in paragraph 4 below. In providing advice to the Independent Directors, Shore Capital has taken into account the commercial assessments of the Independent Directors.

4. Irrevocable Undertakings

Orca has received irrevocable undertakings to accept, or to procure acceptance by their connected persons of, the New Offer from the Independent Directors in respect of their entire beneficial holdings amounting, in aggregate, to 612,920 OpSec Shares, which represent approximately 0.8 per cent. of the Voting Shares of OpSec.

These undertakings will remain binding in the event of a competing offer being made for OpSec and will cease to be binding only if the New Offer Document is not posted to OpSec Shareholders by the date which is 28 days after the date of this announcement (or such later date as the Panel may agree) or if the New Offer lapses or is withdrawn without becoming unconditional in all respects.

5. Information relating to Orca and Investcorp

Orca is the company which was established by the Investcorp Funds for the purpose of implementing the Investcorp Funds' original investment in OpSec which completed on 8 March 2010. Orca has not traded since incorporation, nor entered into any obligations, other than in connection with the implementation of its original investment in OpSec and the implementation and financing of the Initial Offer and the New Offer.

Investcorp Technology Partners is the technology private equity investment business of the Investcorp Group whose ultimate parent company is Investcorp Bank B.S.C. From offices in New York and London, Investcorp Technology Partners undertakes growth buyouts, corporate carve-outs and investments in public and private companies in Western Europe and North America. Investcorp Technology Partner's current investment portfolio includes Skrill, Sophos and TDX Group in the United Kingdom and several software and hardware companies in North America.

Investcorp Bank B.S.C., the ultimate parent of the Investcorp Group, is an alternative asset management firm. As at 31 December 2010, it had completed transactions with a total acquisition value of approximately US$44 billion. Investcorp Bank B.S.C. is listed and traded on the Bahrain Bourse. The total assets under management of Investcorp Bank B.S.C. and its affiliates as at 31 December 2010 were approximately US$12 billion.

6. Information relating to OpSec

OpSec was incorporated in England and Wales in 1982. The OpSec Group provides solutions to combat counterfeiting and the related problems of diversion grey marketing, online brand abuse and fraud. OpSec's customers include numerous governments and some of the world's largest corporations.

OpSec supplies technologies and solutions into three core sectors: banknote and high security documents, brand protection and identity solutions. In addition, OpSec owns 50 per cent. of 3dcd LLC, a joint venture which licences technologies for the protection of optical disks (CDs and DVDs).

OpSec has the ability to provide both physical and digital technologies as part of its overall anti-counterfeiting solutions. OpSec has a heritage as a pioneer in security technologies including innovative developments in optical and material sciences, and online brand protection software. OpSec's technology portfolio includes a wide range of authentication technologies and proprietary imaging processes and equipment.

A number of governments use OpSec Group's technologies to guard against counterfeiting of currency, tax stamps, passports, drivers' licences, identity cards and other documents. Corporations use OpSec Group's products and services for product authentication, secure product tracking, and online brand protection.

OpSec Group's customers are served from the Company's facilities in the USA, the UK, Germany, Hong Kong and via a network of over forty agents worldwide.

For the year ended 31 March 2010, OpSec reported revenues of £35.0 million (2009: £39.3m) and adjusted operating profit (before charges for intangible amortisation, exceptional items and share based payments) of £2.5 million (2009: £3.1m).

The following trading update was made by OpSec on 23 March 2011:

"As anticipated in the Chairman's Statement accompanying the interim results, trading in the second half has been strong with the Group seeing the benefit from cost saving and efficiency measures and an increased level of contribution from the 3dcd joint venture. We expect results for the full year to be in line with management expectations.

The Group has generated strong operating cash flow which has been used to re-invest in the business and repay some of its borrowings. Negotiations to refinance the balance of the Investcorp loan note have commenced with a number of banks and we expect to complete this process in the first half of the next financial year."

On 24 May 2011 OpSec announced the acquisition of Marohu Investments S.R.L. and Advantics Corporation (together "Advantics") based in the Dominican Republic and Puerto Rico, which will expand the Group's operations into the Caribbean and Central America. Advantics is a small software development business focusing specifically on developing ID solutions for issuance of passports, national ID cards and other secure credentials. The maximum consideration payable has been capped at US$6.0 million. The transaction has been structured with an up-front payment and an earn-out.

OpSec will shortly be releasing its results for the year ending 31 March 2011. A further announcement will be made in due course.

7. Background to and reasons for the New Offer

On 27 April 2011 Orca announced the terms of the Initial Offer which was recommended by the Independent Directors. The Initial Offer was subject to certain conditions including the approval by independent shareholders of OpSec of the Arrangements as required by Rule 16 of the Code. At the general meeting of OpSec held on 27 May 2011, the ordinary resolution required to approve the Arrangements was not passed by the requisite majority of independent shareholders. Accordingly on 2 June 2011 Orca announced that the Initial Offer had lapsed and subsequently that it wished instead to make the New Offer to all OpSec Shareholders.

Orca continues to recognise the significant achievements of the executive management team in delivering an improved financial performance and growth in an uncertain economic environment. However, Orca believes that OpSec's further development is constrained by a lack of access to capital.

Under Orca's ownership, OpSec will have access to significant additional funds which will enhance its ability to take advantage of development and growth opportunities. Orca intends to work closely with the management team of the Company in order to assist OpSec in taking full advantage of future growth opportunities, including appropriate strategic acquisitions.

Orca believes that the New Offer presents a good opportunity for OpSec Shareholders to realise their investment in OpSec for cash, at a premium of approximately 117.4 per cent. to the Closing Price per OpSec Share on 21 April 2011, the latest practicable Business Day prior to OpSec's announcement that it had received an approach in relation to the Initial Offer, and a premium of 106.1 per cent. to the average Closing Price per OpSec Share for the twelve months prior to and including 26 April 2011, being the latest practicable Business Day prior to the announcement of the Initial Offer.

8. Background to and reasons for the recommendation of the Independent Directors

OpSec operates in a consolidating industry, with significant growth prospects available for well-positioned companies able to compete on a global scale. For a number of years the OpSec Directors have recognised that a focused acquisition strategy, along with organic growth, is essential to competing successfully and sustainably in this market. OpSec has been one of the consolidators in the industry, most recently acquiring GenuOne Inc. in 2006 and Light Impressions International Ltd and P4M Partners 4 Management GmbH in 2008.

Following the two acquisitions in 2008, the OpSec Group's business has been reorganised to enable it more effectively to compete on a global basis. However, the global economic downturn which began in that year affected the core business of OpSec and required management to focus on controlling costs against the backdrop of an uncertain economic environment as well as finding a new source of financing. The downturn also impacted on investor appetite for the AIM market and small-cap stocks, which has limited OpSec's ability to access the equity markets for funding. This, together with the constraints on debt markets and the inherently lumpy nature of the OpSec Group's government business, introduced an unwelcome amount of risk into OpSec Group's business which the Independent Directors believe would be reduced under Orca's ownership.

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

§ the level of the New Offer, providing OpSec Shareholders with certainty of value at an attractive premium to the current market price;

§ the fact that the New Offer will provide OpSec with access to the substantial resources of the Investcorp Funds; and

§ the confirmations received from Orca regarding the safeguarding of the existing employment rights of OpSec's employees.

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

§ 117.4 per cent. to the Closing Price of 23.00 pence per OpSec Share on 21 April 2011, being the Business Day prior to the announcement that the Company had received an approach in relation to the Initial Offer; 

§ 106.1 per cent. to the average Closing Price of 24.26 pence per OpSec Share for the twelve months prior to and including 26 April 2011, being the latest practicable Business Day prior to the date of announcement of the Initial Offer;

§ 56.3 per cent. to the highest Closing Price of 32.00 pence per OpSec Share for the two years prior to and including 26 April 2011, being the latest practicable Business Day prior to the date of announcement of the Initial Offer; and

§ 80.2 per cent. to the Closing Price of 27.75 pence per OpSec Share on 26 April 2011, being the latest practicable Business Day prior to the announcement of the Initial Offer.

9. OpSec's directors, management and employees

Orca attaches great importance to the expertise of the existing senior management team and employees of OpSec and Orca has confirmed that, following the New Offer becoming or being declared unconditional in all respects, the existing employment rights of all employees of OpSec will be fully safeguarded and any employee consultation requirements will be complied with.

Orca has indicated to the Independent Directors that its plans for OpSec do not involve any material change in the conditions of employment of OpSec employees and Orca has no current intention to change the location of the OpSec Group's places of business or to redeploy its fixed assets.

Orca intends to retain Mark Turnage as CEO and Mike Angus as Finance Director of OpSec together with other senior management team members. There have been no changes to their existing service contracts and no management lock-in arrangements have been put into place.

Richard Povey, a non-executive director of OpSec, intends to resign following the cancellation of admission to trading of OpSec Shares and the de-listing of OpSec from AIM. On such resignation, Mr Povey will have no entitlement to compensation on resignation save for accrued directors' fees and expenses and payment in lieu of notice. OpSec's Chairman, David Mahony, will remain a director upon the New Offer becoming or being declared unconditional in all respects. The terms on which Mr Mahony serves as a director will remain unchanged.

It is likely, if the New Offer is successful, that Orca will put in place incentivisation scheme(s) for certain members of the OpSec management team. Orca, Mark Turnage and Mike Angus have confirmed to the Panel that no discussions in respect of the terms or the timing for the implementation of any such potential incentivisation scheme(s) have taken place with such persons at the time of this announcement and Orca has further confirmed to the Panel that it shall not discuss or enter into any such arrangements for a period of 6 months following the completion of the New Offer.

10.  Financing the New Offer

The cash consideration payable under the terms of the New Offer will be financed out of cash resources being made available to Orca pursuant to equity subscriptions from the Investcorp Funds.

Full implementation of the New Offer would result in a maximum consideration in cash of approximately £30.6 million being payable by Orca.

Numis is satisfied that resources are available to Orca sufficient to satisfy full acceptance of the New Offer.

Further information on the financing of the New Offer will be set out in the New Offer Document.

11. OpSec Share Schemes

The New Offer extends to any OpSec Shares issued or unconditionally allotted while the New Offer remains open for acceptance (or by such earlier date as Orca may, subject to the Code, decide) as a result of vesting of awards or the exercise of options granted under the OpSec Share Schemes. Following the publication of the New Offer Document, Orca intends to make appropriate proposals to the OpSec Optionholders.

12. Structure of the New Offer

The New Offer is an offer for cash on the basis described in paragraph 2 above.

The New Offer is proposed to be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act but Orca may, with the agreement of the Independent Directors and the Panel, elect to implement the acquisition by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Any such scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the New Offer.

The New Offer Document will be posted (other than to Restricted Overseas Persons) as soon as reasonably practicable after, and in any event within 28 days of, the date of this announcement (unless agreed otherwise with the Panel).

13. Disclosure of interests in OpSec

As at 1 June 2011 (being the latest practicable date prior to the date of this announcement), Orca was interested in 2,668,850 OpSec Shares (representing approximately 4.8 per cent. of the OpSec Shares) and 20,000,000 Preferred Shares, all with equal voting rights, together representing approximately 29.8 per cent. of the Voting Shares of OpSec.

Save with regard to the above interests, neither Orca (nor the Orca Director) nor, so far as Orca is aware, any person acting in concert with Orca, owns or controls any OpSec Share or any securities convertible or exchangeable into OpSec Shares or any rights to subscribe for or purchase the same, or holds any options (included traded options) in respect of, or has any option to acquire, any OpSec Shares or Preferred Shares ("Relevant Securities") or has entered into any derivatives referenced to Relevant Securities which remain outstanding, nor does any such person have any arrangement in relation to Relevant Securities. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Securities which may be an inducement to deal or refrain from dealing in such securities.

In view of the requirement for confidentiality and therefore the availability to Orca of all relevant persons who are presumed to be acting in concert with Orca to provide information, Orca has not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purposes of the New Offer. Any such additional interest(s) or dealing(s) will be discussed with the Panel and, if appropriate, will be disclosed in the New Offer Document or announced if requested by the Panel.

14. Conditionality of the New Offer

Paragraphs 1.1 and 1.2 of Appendix I set out the Conditions to the New Offer.

15. Overseas Shareholders

This announcement has been prepared for the purpose of complying with the laws of England and Wales, the 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 the United Kingdom. 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 in of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders will be contained in the New Offer Document.

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 proposed New Offer disclaim any responsibility or liability for the violation of such requirements by any person.

16. Compulsory acquisition, cancellation of AIM admission and re-registration

Subject to the New Offer becoming or being declared unconditional in all respects, where Orca receives acceptances under 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 ordinary shares of 5 pence each in the capital of OpSec. Orca has also agreed that, following the New Offer becoming or being declared unconditional in all respects, the preferred dividend accruing on the 20,000,000 Preferred Shares shall be reduced from 9.75 per cent. to 7.5 per cent. per annum (and, if applicable, following the New Offer becoming or being declared unconditional in all respects, Orca will waive any dividend on the Preferred Shares to the extent that it would otherwise exceed 7.5 per cent. per annum from the date that the New Offer becomes or is declared unconditional in all respects). In addition, on 8 March 2011, Orca agreed to extend the deadline for the commencement of the repayment premium on the US$13.0 million secured debt facility to the Company from 30 June 2011 to 30 September 2011. Orca has now agreed to extend this deadline by a further month to 31 October 2011.

17. Scheme of arrangement

As stated above at paragraph 12, 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 scheme of arrangement under Part 26 of the Companies Act.

In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the New Offer. In particular, Condition 1.1 will not apply and the scheme of arrangement will become effective and binding following:

(a) approval at a court meeting (or any adjournment thereof) by a majority in number of each class of shareholder of OpSec present and voting, either in person or by proxy, representing 75 per cent. or more in value of the OpSec Shares held by such holders;

(b) the resolution(s) required to approve and implement the scheme of arrangement and to be set out in the notice of a general meeting of the holders of the OpSec Shares being passed by the requisite majority at such general meeting; and

(c) the sanction of the scheme of arrangement and confirmation of any reduction of capital involved therein by the Court (in both cases with or without modifications, on terms reasonably acceptable to OpSec and Orca) and a copy of the order of the Court sanctioning the scheme of arrangement and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies in England and Wales and being registered by him.

18. General

The New Offer Price has been determined on the basis that no dividend in respect of the ordinary share capital of OpSec will be declared or paid by OpSec after the date of this announcement.

The OpSec Shares will be acquired by Orca fully paid and free from all liens, equities, equitable interests, charges, 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 thereafter attaching or accruing thereto, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and/or distributions and/or any return of capital (whether by way of reduction of share capital or share premium account or otherwise) (if any) proposed, declared, made or paid or any other return of capital made on or after the date of this announcement in respect of the OpSec Shares. If any dividend and/or other distribution and/or return of capital in respect of the OpSec Shares is proposed, declared, paid, made or payable on or after the date of this announcement, Orca reserves the right to reduce the consideration payable for each OpSec Share under the terms of the New Offer by the amount per OpSec Share of such dividend and/or distribution and/or return of capital. Full acceptance of the New Offer will result in a maximum cash consideration of approximately £30.6 million being payable by Orca.

This announcement does not constitute an offer to purchase or an invitation to sell any OpSec Shares and any response to the New Offer should be made only on the basis of the information contained in the New Offer Document.

The New Offer Document will be posted (other than to persons resident in a Restricted Jurisdiction) as soon as reasonably practicable after, and in any event within 28 days of, the date of this announcement (unless agreed otherwise with the Panel).

The New Offer will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England and Wales. The New Offer will be subject to the applicable requirements of the Code.

In accordance with Rule 19.11 of the Code, a copy of this announcement 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.

The New Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the terms and conditions to be set out in the New Offer Document when issued. Appendix II contains the bases and sources of certain information used in this announcement. Appendix III contains definitions of certain terms used in this announcement. Please carefully read the New Offer Document and the accompanying Form of Acceptance (if your OpSec Shares are held in certificated form) in their entirety before making a decision with respect to the New Offer.

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE NEW OFFER

1 Conditions of the New Offer

1.1 The New Offer is conditional upon valid acceptances of the New Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Orca may, subject to the rules of the Code, or with the consent of the Panel, decide) in respect of such number of OpSec Shares which, when aggregated with the OpSec Shares and/or Preferred Shares held by Orca, and any person acting in concert with Orca, at the date of the New Offer and any OpSec Shares acquired or agreed to be acquired by Orca or parties acting in concert with Orca on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at general meetings of OpSec, including for this purpose, to the extent (if any) required by the Code or the Panel, any such voting rights attaching to any OpSec Shares that have been unconditionally allotted or issued before the New Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, and for this purpose:

(i) OpSec Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on being entered into the register of members of OpSec; and

(ii) valid acceptances shall be deemed to have been received in respect of any OpSec Shares which are treated for the purposes of section 977 and, if applicable, section 979(8)-(10) of the Companies Act as having been acquired or contracted to be acquired by Orca by virtue of acceptances of the New Offer.

1.2 In addition, the New Offer is conditional upon the following conditions and, accordingly, the New Offer will not become or be declared unconditional in all respects unless the following conditions have been satisfied or, where relevant, waived:

(a) except as Fairly Disclosed, there being no provision of any agreement, arrangement, licence, permit 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, which in consequence of the New Offer or because of a change in the control or management of OpSec or otherwise, could or might result in to an extent which is material in the context of the Wider OpSec Group as a whole:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, lease, licence, permit franchise or other instrument or the right, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or any onerous obligation or liability arising thereunder;

(iii) any assets or interests of any such member being or failing to be disposed of or charged (other than in the ordinary course of business) or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) 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 such member or any such security interest (whether existing or having arisen) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) any such member ceasing to be able to carry on business under any name under which it presently does so;

(vii) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected; or

(viii) the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, lease, licence, 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 of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition where the same is material in the context of the Wider OpSec Group as a whole;

(b) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having announced an intention to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(i) make the New Offer void, unenforceable or illegal or directly or indirectly prohibit or otherwise materially restrict, restrain, frustrate, delay or interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise challenge, the New Offer;

(ii) require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Wider Orca Group or the Wider OpSec Group of all or any substantial part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct all or any part of their respective businesses and to own any of their respective assets or properties in each case to an extent which is material in the context of the Relevant Wider Group;

(iii) result in any member of the Wider Orca Group or the Wider OpSec Group ceasing to be able to carry on their respective businesses under any name under which it is presently carried on;

(iv) require any member of the Wider Orca Group or of the Wider OpSec Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider OpSec Group or the Wider Orca Group, other than as a result of the implementation of the New Offer;

(v) otherwise materially and adversely affect the business, assets, financial or trading position or profits of any member of the Wider Orca Group or of the Wider OpSec Group to an extent which is material in the context of the Relevant Wider Group; or

(vi) result in the refusal, withholding, suspension, withdrawal, cancellation, termination or modification in whole or in part of any licence, authority, permission or privilege held or enjoyed by any member of the Wider OpSec Group which is material in the context of the Wider OpSec Group and necessary for the proper carrying on of its business or the imposition of any conditions, restrictions or limitations upon such licence, authority, permission or privilege which would inhibit the exercise thereof to an extent which is material in the context of the Wider OpSec Group,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the New Offer having expired, lapsed or been terminated;

(c) all necessary filings having been made and all relevant waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated, in each case in respect of the New Offer and all authorisations, orders, grants, recognitions, confirmations, determinations, licences, consents, clearances, permissions and approvals ("Authorisations") necessary in any jurisdiction for or in respect of the New Offer having been obtained in terms and in a form reasonably satisfactory to Orca from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider OpSec Group has entered into contractual arrangements (in each case where the absence of such Authorisation would have a material adverse effect on the Wider OpSec Group taken as a whole) and such Authorisations together with all Authorisations necessary or appropriate for any member of the Wider OpSec Group to carry on its business (where such business is material in the context of the Wider OpSec Group taken as a whole) remaining in full force and effect and there having been no notice to revoke, suspend or not renew any of the same and all statutory or regulatory obligations in any jurisdiction having been complied with;

(d) except as Fairly Disclosed, neither OpSec nor any member of the Wider OpSec Group having, since the date to which the Annual Report was prepared:

(i) save as between OpSec and its wholly-owned subsidiaries and save for ordinary shares issued pursuant to the exercise of options granted, or on vesting of awards, under the relevant OpSec Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between OpSec and its wholly-owned subsidiaries and save for the grant of options or awards under the relevant OpSec Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Wider OpSec Group or to the extent otherwise agreed by Orca, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Group transactions, merged or demerged with any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments);

(v) save for intra-Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii) been unable, or having admitted in writing that it is unable, to pay its debts or having stopped or suspended (or having threatened to do so) payment of its debts generally or having ceased, or having threatened to cease carrying on all or a substantial part of its business;

(viii) purchased, redeemed, repaid, reduced or announced any proposal to purchase, redeem, repay or reduce any of its own shares or other securities or, save in respect to the matters mentioned in sub-paragraph (d)(i) above, made, authorised or proposed any other change to any part of its share or loan capital;

(ix) other than pursuant to the New Offer, entered into, implemented, effected or authorised, proposed or announced its intention to implement, any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in relation to itself or a member of the Wider OpSec Group otherwise than in the ordinary course of business;

(x) entered into or changed the terms of any contract with any director or senior executive;

(xi) other than in the ordinary course of business, entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider OpSec Group or which involves or could involve an obligation of such a nature or magnitude and in any such case which is material in the context of the Wider OpSec Group taken as a whole;

(xii) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or for it to enter into any arrangement or composition for the benefit of its creditors or any analogous proceedings in any jurisdiction having been taken or for the appointment of any analogous person in any jurisdiction to have occurred;

(xiii) entered into any contract, transaction or arrangement which would be materially restrictive on the business of any member of the Wider OpSec Group other than to a nature and extent which is normal in the context of the business concerned;

(xiv) waived or compromised any claim material in the context of the Wider OpSec Group taken as a whole otherwise than in the ordinary course of business;

(xv) entered into any contract, commitment, arrangement or agreement material in the context of the Wider OpSec Group taken as a whole otherwise than in the ordinary course of business or passed any resolution with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xvi) made or agreed or consented to any material change to:

(A) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider OpSec Group for its directors, employees or their dependents;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or

(xvii) proposed, agreed to provide or modified the terms of any OpSec Share Schemes, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider OpSec Group,

and, for the purposes of paragraphs (iv), (v) and (vi) of this condition, the term "Group" shall mean OpSec and its wholly-owned subsidiaries;

(e) except as Fairly Disclosed, since the date to which the Annual Report was prepared:

(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of the Wider OpSec Group;

(ii) no litigation, arbitration proceedings, mediation proceedings, prosecution or other legal proceedings to which any member of the Wider OpSec Group is or may become a party (whether as a claimant, defendant or otherwise) or no investigation by any Third Party against or in respect of any member of the Wider OpSec Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider OpSec Group which in any such case might reasonably be expected materially to adversely affect the Wider OpSec Group;

(iii) no contingent or other liability having arisen or become apparent to Orca which would be likely materially to adversely affect the Wider OpSec Group; and

(iv) no steps having been taken 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 material in the context of the Wider OpSec Group taken as a whole and necessary for the proper carrying on of its business;

(f) except as Fairly Disclosed, Orca not having discovered in relation to the Wider OpSec Group:

(i) that any financial, business or other information concerning the Wider OpSec Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider OpSec Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case which is material in the context of the Wider OpSec Group taken as a whole;

(ii) that any member of the Wider OpSec Group or any partnership, company or other entity in which any member of the Wider OpSec Group has a significant economic interest and which is not a subsidiary of OpSec (as applicable) is subject to any liability (contingent or otherwise) which is material in the context of the Wider 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 and which is material in the context of the Wider OpSec Group taken as a whole;

(g) Orca not having discovered that:

(i) any present member of the Wider OpSec Group or (to the extent material in the context of the Wider OpSec Group taken as a whole) any past 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 use, storage, transport, treatment, handling, 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 otherwise relating to environmental matters and which would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider OpSec Group which is material in the context of the Wider OpSec Group; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any present member of the Wider OpSec Group or (to the extent material in the context of the Wider OpSec Group taken as a whole) any past 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 is material in the context of the Wider OpSec Group.

1.3 Subject to the requirements of the Panel in accordance with the Code:

(a) Orca may only invoke the conditions set out in paragraphs 1.2(a) to 1.2(g) inclusive (other than paragraphs 1.2(b)(i) and 1.2(b)(ii)) to the extent that the fact, matter or circumstance giving rise to the right to invoke such a condition relates to the Wider OpSec Group; and

(b) Orca reserves the right to waive, in whole or in part, the Conditions set out in paragraphs 1.2(a) to (g) inclusive. Conditions 1.2(a) to (g) inclusive if not waived must be fulfilled by midnight (London time) on the 21st day after the later of the First Closing Date and the date on which Condition 1.1 is fulfilled (or in each case, such later date as Orca may, with the consent of the Panel, decide) failing which the New Offer will lapse; and

(c) Orca shall be under no obligation to waive or treat as fulfilled any of the Conditions by a date earlier than the date on which Condition 1.1 is satisfied notwithstanding that the other Conditions of the New Offer may at such earlier date have been waived or fulfilled and that there are as at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

1.4 If Orca is required by the Panel to make an offer for the OpSec Shares under the provisions of Rule 9 of the Code, Orca may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

1.5 Orca reserves the right, with the consent of the Panel, to elect to implement the acquisition of the OpSec Shares by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which will apply to the New Offer. In particular the scheme of arrangement will become effective and binding following:

(a) approval at a court meeting (or any adjournment thereof) by a majority in number of the OpSec Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the OpSec Shares held by such holders;

(b) the resolution(s) required to approve and implement the scheme of arrangement and to be set out in the notice of a general meeting of the holders of the OpSec Shares being passed by the requisite majority at such general meeting; and

(c) the sanction of the scheme of arrangement and confirmation of any reduction of capital involved therein by the Court (in both cases with or without modifications, on terms reasonably acceptable to OpSec and Orca) and a copy of the order of the Court sanctioning the scheme of arrangement and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies in England and Wales and being registered by him.

1.6 The New Offer will lapse if it or any matter arising therefrom is referred to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)(c) or, following a referral by the European Commission under Article 9.1 to a competent authority in the United Kingdom, there is a subsequent reference to the Competition Commission, in either case before 1.00 p.m. (London time) on the First Closing Date or, if later, the date on which the New Offer becomes or is declared unconditional as to acceptances.

1.7 If the New Offer lapses, the New Offer will cease to be capable of further acceptances and OpSec Shareholders who have already accepted the New Offer and Orca shall, upon the New Offer lapsing, cease to be bound by acceptances delivered on or before the date on which the New Offer lapses.

1.8 The New Offer and any acceptances under the New Offer and any dispute or claim arising out of or in connection with them or their subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales and subject to the jurisdiction of the courts of England and Wales, to the Conditions set out above and in the formal New Offer Document, save that nothing shall limit the right of Orca or Numis to bring any action, suit or proceeding arising out of or in connection with the New Offer in any other manner permitted by law or in any court of competent jurisdiction. The New Offer will comply with the applicable rules and regulations of the London Stock Exchange and the Code.

1.9 Under Rule 13.4(a) of the Code, an offeror should not invoke any condition or precondition of an offer so as to cause the offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition or pre-condition are of material significance to the offeror in the context of the offer. The acceptance condition in paragraph 1.1 is not subject to Rule 13.4(a).

2 Certain further terms of the New Offer

2.1 Under the New Offer, OpSec Shares will be acquired by Orca fully paid up and free from all liens, equities, equitable interests, charges, 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 document or subsequently attaching or accruing to them, including, without limitation, voting rights and 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 New Offer in respect of an OpSec Share, except insofar as the OpSec Share is or will be transferred pursuant to the New Offer 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 New Offer Price is paid in respect of that OpSec Share will be obliged to account to Orca for the amount of such dividend or distribution or return of capital.

2.2 The availability of the New Offer 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.

2.3 Copies of this announcement and other documentation relating to the New Offer 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 e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of any jurisdiction prohibiting any such action.

APPENDIX II

BASES AND SOURCES OF INFORMATION

1. Unless otherwise stated, the financial information relating to OpSec has been extracted or derived (without any adjustment) from the latest published audited report and accounts of OpSec for the year ended 31 March 2010.

2. Other information relating to OpSec has been extracted or derived, without material adjustment, from public sources.

3. The value attributed to the entire issued share capital of OpSec is based upon that number of OpSec Shares in issue as at the close of business on 1 June 2011.

4. All prices for OpSec Shares have been derived from the AIM Appendix of the Daily Official List and represent the Closing Price on the relevant date.

APPENDIX III

DEFINITIONS

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