Orca Holdings for OpSec Security - Lapse of Offer

Orca Holdings Limited

2 June 2011

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

Recommended Cash Offer by Orca Holdings Limited for OpSec Security Group plc - Lapse of Offer

On 27 April 2011 Orca Holdings Limited ("Orca") and the Independent Directors of OpSec Security Group ("OpSec") announced that they had reached agreement on the terms of a recommended cash offer for OpSec (the "Offer"). The Offer Document and the Form of Acceptance setting out the terms and conditions of the Offer were posted to OpSec Shareholders on 11 May 2011.

OpSec announced on 27 May 2011 that, at the OpSec General Meeting held earlier that day, the Ordinary Resolution to approve the Management Team Arrangements and EBT Arrangement (together the "Arrangements") as required by the Panel under Rule 16 of the Code was not passed by the requisite majority of the Independent Shareholders.

The Conditions of the Offer included the passing of the Ordinary Resolution by the requisite majority of Independent Shareholders at the General Meeting or any adjournments thereof (the "Rule 16 Condition").

Accordingly, Orca announces with the consent of the Panel that, as the Rule 16 Condition has not been satisfied, the Offer has lapsed with immediate effect and is no longer capable of acceptance. All acceptances of the Offer received to date are therefore of no effect and any accepting OpSec Shareholders cease to be bound by their acceptances.

Orca has agreed with OpSec's Chief Executive Officer, Mark Turnage, the 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.

In respect of OpSec Shares held in certificated form, the Form of Acceptance and any share certificate(s) and/or other document(s) of title will be returned by post (or by other such method as may be approved by the Panel) promptly, at the risk of the person entitled thereto, to the person or agent whose name and address outside a Restricted Jurisdiction is set out in the relevant box on the Form of Acceptance or, if none is set out, to the first-named or sole holder of his registered address outside a Restricted Jurisdiction. No such documents will be sent to an address in any Restricted Jurisdiction. 

In respect of OpSec Shares held in uncertificated form in CREST, the Receiving Agent will, promptly, give TFE instructions to Euroclear UK & Ireland Limited (in its capacity as the operator of CREST) to transfer all OpSec Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Offer to the original available balances of the OpSec Shareholders concerned.

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

Enquiries:

Orca Holdings Limited

Deborah Botwood Smith Tel: +44 (0) 20 7629 6600

Numis Securities Limited

Etienne Bottari / Oliver Cardigan Tel: +44 (0) 20 7260 1000

 / Alex Ham

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 Offer or otherwise nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

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 Offer Document, the Form of Acceptance and the Offer 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 Offer, the contents of this announcement, the Offer Document or the Form of Acceptance.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, 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 the United Kingdom. The availability of the 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 laws of such jurisdiction, 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 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 Offer Document.

Notice to US investors

The 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 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 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 Offer including, without limitation, to consider the tax consequences associated with such shareholder's election to participate in the 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 Offer or passed judgement upon the adequacy or completeness of this document or the 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.

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 of Orca, OpSec or any member of the the Enlarged Group 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 City 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.

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 is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the OpSec website at www.opsecsecurity.com during the course of the 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, 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 Offer Period as required under Section 4 of Appendix 4 of the City Code.