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Recommended Cash Offer

28th Oct 2015 07:00

RNS Number : 6454D

Orca Bidco Limited

28 October 2015

Not for release, publication or distribution, in whole or in part, in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

28 October 2015

Recommended Cash Offer

for

OpSec Security Group plc

Orca Bidco Limited

(an investment vehicle ultimately owned by funds managed and advised by

Investcorp Technology Partners III)

to be implemented by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

Summary

The board of Orca Bidco Limited ("Orca") and the Independent Directors of OpSec Security Group plc ("OpSec") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued share capital of OpSec not already owned or contracted to be acquired by Orca (the "Transaction"). The Transaction is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Under the terms of the Scheme, Scheme Shareholders will receive 55 pence in cash (the "Transaction Consideration") for each Scheme Share, valuing the entire issued share capital of OpSec at approximately £66.7 million.

Orca has entered into a conditional binding arrangement with the EBT Trustee in relation to its equity holding amounting to 2,514,429 OpSec Shares, representing approximately 2.1 per cent of the Voting Shares which upon completion of the Transaction will be rolled over into 2,826,115 B ordinary shares in Orca, representing approximately 2.4 per cent of the issued ordinary share capital of Orca as at such date. It is also proposed that Optionholders release their options over OpSec Shares for new options over B ordinary shares in Orca. The proposed arrangements between Orca and the EBT Trustee and the proposed treatment of the Optionholders (together, the "Management Arrangements") are subject to approval, pursuant to Rule 16 of the Code, by the Independent Shareholders at the Independent Shareholders Meeting and to the Scheme becoming Effective.

•	The Transaction Consideration represents a premium of approximately:
	•	69 per cent to the Closing Price of 32.5 pence per OpSec Share on 29 September 2015, being the last Business Day before Orca Holdings Limited ("Orca Holdings"), the parent company of Orca, acquired 30,512,078 OpSec Shares from Herald Investment Management Limited (the "Herald Shares") and announced a possible offer for the ordinary shares of 5 pence each in the capital of OpSec not held by it;
	•	62 per cent to the average Closing Price of 34.0 pence per OpSec Share for the 12 months prior to and including 29 September 2015, being the last Business Day before the date on which Orca Holdings acquired the Herald Shares and announced a possible offer for the OpSec Shares not already held by it; and
	•	11 per cent to the Closing Price of 49.5 pence per OpSec Share on 27 October 2015, being the last Business Day before the date of this announcement.
•	Orca has received irrevocable undertakings:
	•	to vote in favour of the Transaction in respect of 7,834,845 OpSec Shares representing approximately:
		•	39.8 per cent of the Scheme Shares, being those OpSec Shares which are eligible to vote at the Court Meeting convened by the Court for the purposes of approving the Scheme; and
		•	90.2 per cent of the Voting Shares[1], being those Voting Shares which are eligible to vote at the General Meeting convened to pass the Special Resolutions in relation to the Scheme, the Transaction and the Amended OpSec Articles,
	•	to vote in favour of the Ordinary Resolutions to approve the Management Arrangements at the Independent Shareholders Meeting in respect of 4,583,309 OpSec Shares, representing approximately 29.1 per cent of the Independent Shares, being those OpSec Shares which are eligible to vote at the Independent Shareholders Meeting[2].
	Further details of the irrevocable undertakings, including the conditions to which they are subject, are set out in paragraph 6 of this announcement.
•	The Independent Directors, Richard Cremona and Michael Angus, who have been so advised by Shore Capital, consider the terms of the Transaction to be fair and reasonable and in the best interests of Scheme Shareholders. In providing its advice to the Independent Directors, Shore Capital has taken into account the Independent Directors' commercial assessment. Accordingly, the Independent Directors have unanimously agreed to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and OpSec Shareholders vote in favour of the Special Resolutions to be proposed at the General Meeting, as Michael Angus has irrevocably undertaken to do in respect of his own beneficial holding, amounting in aggregate to 1,468,169 OpSec Shares, representing approximately 7.5 per cent of the Scheme Shares and approximately 1.2 per cent of the Voting Shares. Richard Cremona does not hold any OpSec Shares.
•	None of the OpSec Directors are considered independent for the purposes of the Independent Shareholders Meeting. Shore Capital considers the Management Arrangements to be fair and reasonable in so far as the Independent Shareholders are concerned and, accordingly, Shore Capital intends to recommend that Independent Shareholders vote in favour of the Ordinary Resolutions required to approve the Management Arrangements at the Independent Shareholders Meeting.
•	Orca was established on 12 October 2015 by Orca Holdings for the purposes of effecting the Scheme and implementing the Transaction and the Management Arrangements.
•	On 27 October 2015, Orca Holdings and Orca entered into a share for share exchange agreement (the "Orca Share Exchange Agreement") pursuant to which Orca acquired 30,512,078 OpSec Shares held by Orca Holdings in exchange for the issue to Orca Holdings by Orca of a corresponding number of ordinary shares in Orca.
•	On 27 October 2015, Orca Holdings and Orca entered into a declaration of trust pursuant to which Orca Holdings declared that it holds its entire beneficial interest in 48,512,914 OpSec Shares on trust for Orca, such declaration of trust being in consideration of the issue to Orca Holdings of 48,512,914 ordinary shares in Orca. On 27 October 2015, Orca Holdings subsequently executed a stock transfer form to transfer the bare legal title in 48,512,914 OpSec Shares to Orca, which has yet to be stamped and registered in the statutory books of OpSec. On 27 October 2015, Orca Holdings and Orca entered into a declaration of trust pursuant to which Orca Holdings declared that it holds its entire beneficial interest in 20,000,000 Preferred Shares on trust for Orca, such declaration of trust being in consideration of the issue to Orca Holdings of 20,000,000 ordinary shares in Orca. On 27 October 2015, Orca Holdings subsequently executed a stock transfer form to transfer the bare legal title in the 20,000,000 Preferred Shares to Orca, which has yet to be stamped and registered in the statutory books of OpSec.
•	Orca currently holds 30,512,078 OpSec Shares and the beneficial interest in 48,512,914 OpSec Shares and 20,000,000 Preferred Shares, with the legal title in respect of the beneficially held 48,512,914 OpSec Shares and the Preferred Shares held by Orca Holdings pending stamping and registration of the respective stock transfer forms. Accordingly, Orca currently holds the beneficial interest in approximately 81.70 per cent of the Voting Shares of OpSec. Orca is not a Scheme Shareholder but is permitted to vote on the Special Resolutions to be proposed at the General Meeting and has confirmed its intention to vote in favour of such resolutions. Following completion of the Transaction and assuming that the Scheme and the Management Arrangements are approved, Orca will be majority owned by Orca Holdings with a minority holding held by the EBT Trustee.
•	Currently, Orca and Orca Holdings are, respectively, indirect and direct wholly owned subsidiaries of Investcorp Technology Fund III. The ultimate parent company of the Investcorp Group is Investcorp Bank B.S.C. Further details on Orca, Orca Holdings and the Investcorp Group are set out in paragraph 8 of this announcement.
•	The Transaction is subject to a number of conditions and further terms which are set out in Appendix I of this announcement. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent in value of the Scheme Shares voted. In addition, (i) Special Resolutions authorising, amongst other matters, the OpSec Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into full effect and adopting the Amended OpSec Articles must be passed by Voting Shareholders representing at least 75 per cent of votes cast at the General Meeting, and (ii) Ordinary Resolutions approving the Management Arrangements must be passed by Independent Shareholders representing in excess of 50 per cent of the votes cast at the Independent Shareholders Meeting.
•	Subject to the satisfaction of the Conditions, it is expected that the Scheme will become Effective by the end of 2015. The Scheme Document, containing further details of the Transaction and the Management Arrangements will be posted to OpSec Shareholders as soon as practicable and in any event within 28 days of this announcement.
•	On 3 July 2015, OpSec published its final results for the period ending 31 March 2015. Please see the OpSec Annual Report and Accounts 2015 on OpSec's website (http://www.opsecsecurity.com). OpSec's trading in the 6 month period to 30 September 2015 was satisfactory and in line with the expectations of the OpSec Board.
•	Commenting on the Transaction, Richard Cremona, OpSec's Chief Executive Officer and one of the Independent Directors, said: "The Transaction gives OpSec's shareholders the opportunity to achieve a cash exit at a substantial premium to the recent market price. Once completed, OpSec will have access to significantly greater and more appropriately structured finance, increasing its ability to invest further in the OpSec Group's business. This should benefit all stakeholders including the interests and prospects of our staff".
•	Commenting on the Transaction, Hazem Ben-Gacem, an Investcorp Group Managing Director responsible for Investcorp Technology Fund III's investment in OpSec, said: "We have been investors in OpSec for over five years and have taken a long-term view to work with OpSec and management to build shareholder value. During that time, we have supported OpSec on its organic growth initiatives and through several meaningful acquisitions. While there is still much work ahead for OpSec and management, we are excited to commit additional resources and capital to OpSec with the expectation of enhancing its competitive positioning and becoming a leading global player in the provision of anti-counterfeiting solutions to brands and governments".

The expected transaction timetable will be set out in the Scheme Document.

As at the date of this announcement, Orca holds 30,512,078 OpSec Shares and the beneficial interest in 48,512,914 OpSec Shares and 20,000,000 Preferred Shares, all with equal voting rights and therefore Orca holds a beneficial interest in approximately 81.70 per cent of the Voting Shares.

This summary should be read in conjunction with the full text of this announcement and the appendices. Appendix I to this announcement contains the conditions to, and certain further terms of, the Transaction. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains definitions of certain expressions used in this summary and in this announcement.

The Transaction will be subject to the Conditions, the other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document.

Enquiries:

Orca Bidco Limited

Hazem Ben-Gacem Tel: +44 (0)20 7629 6600

Canaccord Genuity Limited

Colin Christie and Miles Cox Tel: +44 (0)20 7523 8000

OpSec Security Group plc

Michael Angus Tel: +44 (0)191 417 5434

Shore Capital and Corporate Limited

Stephane Auton / Edward Mansfield / Patrick Castle Tel: +44 (0)207 408 4090

Important Notices

This announcement is for information purposes only and is not intended to and does not constitute or form any part of an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction, the Management Arrangements or otherwise. The Transaction and the Management Arrangements are being made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction and the Management Arrangements, including details of how to vote in respect of the Transaction and the Management Arrangements. Any response in relation to the Transaction and/or the Management Arrangements should be made only on the basis of the information contained in the Scheme Document. OpSec will prepare the Scheme Document to be distributed to OpSec Shareholders. OpSec and Orca urge OpSec Shareholders to read the Scheme Document when it becomes available as it will contain important information relating to the Transaction and the Management Arrangements.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Canaccord Genuity Limited ("Canaccord Genuity") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as financial adviser to Orca and Orca Holdings and no one else in connection with the Scheme and other matters described in this announcement and will not be responsible to anyone other than Orca and Orca Holdings for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the Scheme and other matters described in this announcement.

Shore Capital and Corporate Limited ("Shore Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as financial adviser to OpSec and no one else in connection with the Scheme and other matters described in this announcement and will not be responsible to anyone other than OpSec for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Scheme and other matters described in this announcement.

Overseas Shareholders

The release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Orca or required by the Code, and permitted by applicable laws and regulations, copies of this announcement and any formal documentation relating to the Transaction and the Management Arrangements are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. If the Transaction is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality of facilities.

Unless otherwise determined by Orca or required by the Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. The availability of the Transaction and the Management Arrangements to OpSec Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their OpSec Shares with respect to the Scheme at the Court Meeting or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, all persons involved in the Transaction and the Management Arrangements disclaim any responsibility or liability for the violation of such requirements by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Notice to US Shareholders

The Transaction relates to the shares of an English company that is a "foreign private issuer" (as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act")) and is proposed to be made by means of a scheme of arrangement provided for and governed under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of United States proxy solicitation or tender offer rules. If, in the future, Orca exercises the right to implement the Transaction by way of a Takeover Offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States securities laws and regulations, including the applicable Exchange Act tender offer rules.

Financial information included in this announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of OpSec Shares to effect service of process within the United States on Orca, OpSec and/or their respective officers and directors or to enforce their rights and any claims arising out of US federal securities laws, since Orca and OpSec are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of OpSec Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US courts' judgement.

Each United States holder of OpSec Shares is urged to consult with his independent professional adviser regarding any acceptance of the Transaction and/or the Management Arrangements including, without limitation, to consider the tax consequences associated with such shareholder's election to participate in the Transaction and/or the Management Arrangements.

Responsibility Statements

The Orca Director and the investment committee of Investcorp Technology Fund III (comprising each of Hazem Ben-Gacem, Savio Tung, Gilbert Kamieniecky and Anand Radhakrishnan) accept responsibility for the information contained in this announcement other than the information relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies. To the best of the knowledge and belief of the Orca Director and the investment committee of Investcorp Technology Fund III (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

The Independent Directors accept responsibility for the information contained in this announcement relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies and including, for the avoidance of doubt, the recommendation in respect of the Transaction (but not the Management Arrangements) set out in paragraph 3 of this announcement. To the best of the knowledge and belief of the Independent Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

The OpSec Directors (other than the Independent Directors) accept responsibility for the information contained in this announcement relating to OpSec, the OpSec Group, the OpSec Directors, their close relatives and related trusts and companies but excluding, for the avoidance of doubt, the recommendations set out in paragraph 3 of this announcement. To the best of the knowledge and belief of the OpSec Directors (other than the Independent Directors), who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of OpSec and certain plans and objectives of Orca with respect thereto. These forward‑looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "expect", "estimate", "target", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by OpSec and/or Orca in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither OpSec nor Orca assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations and dispositions.

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for OpSec for current or future financial years would necessarily match or exceed the historical published earnings per share for OpSec.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK 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 or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (UK time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Addresses, electronic addresses and certain information provided by OpSec Shareholders, persons with information rights and other relevant persons for the receipt of communications from OpSec may be provided to Orca during the Offer Period in connection with the Transaction and/or the Management Arrangements as requested under section 4 of Appendix 4 to the Code to comply with Rule 2.12 of the Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, free of charge, on the OpSec website at http://www.opsecsecurity.com by no later than 12 noon (UK time) on 28 October 2015.

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting the Director of Orca on +44 (0)20 7629 6600 or the Company Secretary of OpSec on +44 (0)191 417 5434. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction and/or the Management Arrangements should be in hard copy form.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, OpSec confirms that it has 101,212,121 issued ordinary shares of 5 pence each admitted to trading with International Securities Identification Number (ISIN) of GB0000462191. In addition, OpSec has 20,000,000 7.5 per cent redeemable preferred ordinary shares of 5 pence each which are unlisted.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

28 October 2015

Recommended Cash Offer

for

OpSec Security Group plc

Orca Bidco Limited

(an investment vehicle ultimately owned by funds managed and advised by

Investcorp Technology Partners III)

to be implemented by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

1 Introduction

The Scheme will be effected by Orca, a company established by Orca Holdings Limited ("Orca Holdings"), for the purposes of effecting the Scheme and implementing the Transaction and the Management Arrangements.

On incorporation, Orca was a wholly-owned subsidiary of Orca Holdings. On 27 October 2015, Orca Holdings and Orca entered into a share for share exchange agreement (the "Orca Share Exchange Agreement") pursuant to which Orca acquired 30,512,078 OpSec Shares held by Orca Holdings in exchange for the issue to Orca Holdings by Orca of a corresponding number of ordinary shares in Orca. Immediately following completion of the Orca Share Exchange Agreement, Orca Holdings continued to be the immediate holding company of Orca and Orca became a shareholder in OpSec.

On 27 October 2015, Orca Holdings and Orca entered into a declaration of trust pursuant to which Orca Holdings declared that it holds its entire beneficial interest in 20,000,000 Preferred Shares on trust for Orca, such declaration of trust being in consideration of the issue to Orca Holdings of 20,000,000 ordinary shares in Orca. On 27 October 2015, Orca Holdings subsequently executed a stock transfer form to transfer the bare legal title in the 20,000,000 Preferred Shares to Orca, which has yet to be stamped and registered in the statutory books of OpSec.

On 27 October 2015, Orca Holdings and Orca entered into a declaration of trust pursuant to which Orca Holdings declared that it holds its entire beneficial interest in 48,512,914 OpSec Shares on trust for Orca, such declaration of trust being in consideration of the issue to Orca Holdings of 48,512,914 ordinary shares in Orca. On 27 October 2015, Orca Holdings subsequently executed a stock transfer form to transfer the bare legal title in 48,512,914 OpSec Shares to Orca, which has yet to be stamped and registered in the statutory books of OpSec.

Orca currently holds the beneficial interest in approximately 81.70 per cent of the Voting Shares of OpSec. Orca Holdings and Orca are, respectively, direct and indirect wholly owned subsidiaries of Investcorp Technology Fund III.

Pursuant to the EBT Trustee Share Exchange Agreement, the OpSec Shares held by the EBT Trustee will, conditional upon the Scheme becoming Effective, be transferred to Orca in exchange for 2,826,115 B ordinary shares in Orca, representing approximately 2.4 per cent of the issued ordinary share capital of Orca as at such date. Accordingly, following completion of the Transaction and assuming that the Scheme and the Management Arrangements are approved, Orca will be majority owned by Orca Holdings with a minority holding held by the EBT Trustee.

In accordance with the terms of an irrevocable deferred preferred share conversion notice provided to OpSec dated 27 October 2015 (which will be deemed to have been served immediately following the issue of the Court Order and in any event prior to the Effective Date) the Preferred Shares will be converted into OpSec Shares, on the basis of one OpSec Share for each Preferred Share in accordance with the terms of the OpSec Articles and subject to OpSec having sufficient distributable reserves at such time, it is intended that immediately following the Court Order the accrued and unpaid dividend on the Preferred Shares (as at the date of the Court Order), shall be declared and paid as an interim dividend by the OpSec Directors.

2 The Transaction

It is intended that the Transaction will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme will require the approval of the Scheme Shareholders at a meeting to be convened by the Court and the subsequent sanction of the Court. Once the Scheme becomes Effective, the Scheme will be binding on all Scheme Shareholders, irrespective of whether or not they attended and/or voted in favour of the Scheme, and all OpSec Shares not already owned by Orca will be transferred to Orca.

The EBT Shares and the OpSec Shares and Preferred Shares beneficially held by Orca do not form part of the Scheme. The Independent Shareholders will be asked at the Independent Shareholders Meeting to approve the Management Arrangements.

Under the terms of the Scheme, which will be subject to the conditions and further terms set out in Appendix I to this announcement and those set out in the Scheme Document, upon the Scheme becoming Effective the Scheme Shares will be transferred to Orca and Scheme Shareholders will receive:

for each OpSec Share 55 pence in cash

The Scheme values each OpSec Share at 55 pence and OpSec's entire issued share capital at approximately £66.7 million.

The terms of the Scheme represent a premium of approximately:

•	69 per cent to the Closing Price of 32.5 pence per OpSec Share on 29 September 2015, being the last Business Day before Orca Holdings, the parent company of Orca, acquired 30,512,078 OpSec Shares from Herald Investment Management Limited (the "Herald Shares") and announced a possible offer for the ordinary shares of 5 pence each in the capital of OpSec not held by it.
•	62 per cent to the average Closing Price of 34.0 pence per OpSec Share in the 12 months prior to and including 29 September 2015, being the last Business Day before the date on which Orca Holdings acquired the Herald Shares and announced a possible offer for the OpSec Shares not already held by it; and
•	11 per cent to the Closing Price of 49.5 pence per OpSec Share on 27 October 2015, being the last Business Day before the date of this announcement.

The Transaction Consideration assumes that OpSec Shareholders will not receive an interim or final dividend in respect of OpSec's financial year ending 31 March 2016. If any dividend or other distribution is authorised, declared, proposed, made or paid in respect of the OpSec Shares on or after the date of this announcement and prior to the Effective Date, Orca reserves the right to adjust downwards the Transaction Consideration on an equivalent basis.

Canaccord Genuity is satisfied that sufficient resources are available to Orca to satisfy, in full, the Cash Consideration payable to Scheme Shareholders under the terms of the Scheme.

The expected transaction timetable will be set out in the Scheme Document. The resolutions required to implement the Scheme will be proposed to Scheme Shareholders at the Court Meeting and to Voting Shareholders at the General Meeting whilst the Management Arrangements will be proposed to Independent Shareholders at the Independent Shareholders Meeting. Once these meetings have been convened, a further announcement in that regard will be made. It is expected that, subject to satisfaction or, where relevant, waiver of the Conditions, the Scheme will become Effective by the end of 2015. Further details of the Transaction and the Management Arrangements, including the arrangements for settlement of the consideration payable to Scheme Shareholders, will be set out in the Scheme Document.

3 Recommendation

The OpSec Board has determined that it is appropriate that only the Independent Directors, Richard Cremona and Michael Angus, should make a recommendation in respect of the Transaction to the OpSec Shareholders.

Since Hazem Ben-Gacem and David Erlong represent the interests of Orca on the OpSec Board and Richard Fuller (Non-Executive Chairman) previously acted as an adviser to Investcorp Technology Fund III from 2010 to 2013, none of these OpSec Directors have taken part in any discussions on behalf of OpSec relating to the Transaction and/or the Management Arrangements.

The Independent Directors, who have been so advised by Shore Capital, consider the terms of the Transaction to be fair and reasonable and in the best interests of Scheme Shareholders. In providing its advice Shore Capital has taken into account the commercial assessment of the Independent Directors. Accordingly, the Independent Directors intend to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and OpSec Shareholders vote in favour of the Special Resolutions to be proposed at the General Meeting, as Michael Angus has irrevocably undertaken to do in respect of his own OpSec Shares (representing approximately 7.5 per cent of the Scheme Shares and approximately 1.2 per cent of the Voting Shares). Richard Cremona does not hold any OpSec Shares.

Due to their interests in ESOS Options and due to their positions as directors of the EBT Trustee, OpSec and the Panel have agreed that the Independent Directors should not be considered independent for the purposes of the Management Arrangements. As a result, it is not appropriate for any of the OpSec Directors to make any recommendation in respect of the Management Arrangements and, in the circumstances, Shore Capital is providing such recommendation. Shore Capital considers the Management Arrangements to be fair and reasonable in so far as the Independent Shareholders are concerned and, accordingly, Shore Capital intends to recommend that Independent Shareholders vote in favour of the Ordinary Resolutions required to approve the Management Arrangements at the Independent Shareholders Meeting. Further details of the Management Arrangements are set out in paragraph 10 below.

4 Background to and reasons for the Transaction

Orca recognises the significant achievements of the OpSec executive management team in investing in organic sales growth initiatives. However, a significant amount of work remains to be done to ensure that these initiatives are successful in the long-term. Moreover, Orca believes that, as a listed company, OpSec's ability to take advantage of additional organic and inorganic growth opportunities will continue to be constrained by a lack of access to the requisite levels of capital investment. Post-completion, Orca intends to work closely with the executive management team to assist OpSec in taking full advantage of future growth opportunities, including further appropriate strategic acquisitions.

Investcorp Technology Fund III and/or Orca are currently exploring strategic acquisitions in complementary sectors with the intention of combining these businesses both operationally and structurally with OpSec. Some of these potential acquisitions would allow OpSec to enter new sectors and would result in a combined business of significantly greater size as well as the possibility of greater growth initiatives and efficiencies, including the potential for realising cost synergies. The underlying aim is to be an increasing participant in the optical science and anti-counterfeiting markets. Orca believes future acquisitions would require substantial new equity injections and Investcorp Bank B.S.C. and its subsidiaries are prepared to fund acquisitions allowing OpSec to take advantage of future growth opportunities. The Investcorp Group is in the process of potentially acquiring one particular business which has historically generated higher revenues and profits than OpSec and this process is at an advanced stage although it remains competitive.

Orca believes that the Transaction presents an attractive opportunity for OpSec Shareholders to realise their investment in OpSec for cash, at a premium of approximately 69 per cent to the Closing Price per OpSec Share on 29 September 2015, the latest Business Day prior to the date on which Orca Holdings announced a possible offer for the OpSec Shares not already held by it, and a premium of 62 per cent to the average Closing Price per share for the 12 months prior to and including 29 September 2015.

5 Background and reasons for the recommendation of the Independent Directors

As at 27 October 2015, being the latest Business Day prior to the date of this announcement, Orca held the beneficial interest in approximately 81.70 per cent of the Voting Shares. This, combined with the holdings of certain senior OpSec Group employees and the EBT Trustee, gives OpSec an effective free float of less than 16 per cent. The effective free float has been at this low level for some time and this lack of free float has meant that there is very limited trading volume in OpSec Shares and that on many days the shares do not trade at all. The Independent Directors believe that given this lack of liquidity, there is little merit in OpSec retaining its listing on AIM.

Furthermore, OpSec operates in a consolidating industry and the Independent Directors believe there are significant growth prospects available for well-positioned companies able to compete on a global scale. OpSec has been one of the consolidators in the industry, acquiring businesses such as Delta Labelling Limited and the holographic security business of JDS Uniphase Corporation in 2012.

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

•	the level of the Transaction Consideration, providing OpSec Shareholders with certainty of value at an attractive premium to the recent market price;
•	Orca's intention to seek the cancellation of the admission to, and trading of, the OpSec Shares on AIM if the Scheme does not become Effective, which would result in the Independent Shareholders becoming minority shareholders in an unlisted company with no available market for their OpSec Shares;
•	the confirmations received from Orca regarding the safeguarding of the existing employment rights of the OpSec Group's employees; and
•	the level of irrevocable undertakings to vote in favour of the relevant resolutions at the Scheme Meetings, being 39.8 per cent of the Scheme Shares and 90.2 per cent of the Voting Shares[3].

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

•	69 per cent to the Closing Price of 32.5 pence per OpSec Share on 29 September 2015, being the last Business Day before the date on which Orca Holdings announced a possible offer for the OpSec Shares not already held by it; and
•	62 per cent to the average Closing Price of 34.0 pence per OpSec Share for the 12 months prior to and including on 29 September 2015, being the last Business Day before the date on which Orca Holdings announced a possible offer for the OpSec Shares not already held by it.

6 Irrevocable undertakings

Orca has also received an irrevocable undertaking to vote in favour of the relevant resolutions at the Scheme Meetings from Michael Angus, one of the Independent Directors, in respect of his entire beneficial holdings, amounting to 1,468,169 OpSec Shares and representing approximately:

•	7.5 per cent of the Scheme Shares; and
•	1.2 per cent of the Voting Shares.

Orca has received an irrevocable undertaking to vote in favour of the relevant resolutions at the Scheme Meetings from certain OpSec Group employees in respect of 1,783,367 OpSec Shares, representing approximately:

•	9.1 per cent of the Scheme Shares; and
•	1.5 per cent of the Voting Shares.

Orca has received an irrevocable undertaking to vote in favour of the relevant resolutions at the Scheme Meetings and the Independent Shareholders Meeting from certain OpSec Shareholders in respect of 4,583,309 OpSec Shares, representing approximately:

•	23.3 per cent of the Scheme Shares;
•	3.8 per cent of the Voting Shares; and
•	29.1 per cent of the Independent Shares.

Orca has received an irrevocable undertaking to vote in favour of the relevant resolutions to be proposed at the General Meeting from the EBT Trustee in respect of its entire beneficial shareholdings of 2,514,429 OpSec Shares, representing approximately 2.1 per cent of the Voting Shares.

All of these irrevocable undertakings will cease to be binding: (i) if the Scheme Document is not posted on or before 28 days after the date of this announcement; (ii) if the Scheme or any resolutions of the OpSec Shareholders upon the passing of which the implementation of the Scheme is dependent are not approved by the requisite majority; or (iii) where the Acquisition is implemented by way of a Takeover Offer, the offer lapsing, being withdrawn or not becoming unconditional in all respects.

In summary, Orca has received irrevocable undertakings in respect of the following:

•	39.8 per cent in value of the Scheme Shares eligible to vote at the Court Meeting
•	90.2 per cent in value of Voting Shares entitled to vote at the General Meeting to approve the Special Resolutions[4]; and
•	29.1 per cent in value of the Independent Shares entitled to vote at the Independent Shareholders Meeting to approve the Ordinary Resolutions.

7 Information relating to OpSec and current trading of OpSec

OpSec was incorporated in England and Wales in 1982. OpSec provides solutions to combat counterfeiting and the related problems of diversion grey marketing, online brand abuse and fraud.

OpSec supplies technologies and solutions into three core markets: (i) brand protection; (ii) Government protection; and (iii) transaction cards. In addition, OpSec owns 50 per cent of 3dcd LLC, a joint venture that licences technologies for the protection of optical disks (CDs and DVDs). OpSec delivers a comprehensive suite of end-to-end solutions, including advanced physical security technologies, supply chain track and trace services, and on-line and e-commerce monitoring and analysis for more than 300 companies across industry sectors and 50 governments worldwide.

OpSec's customers are served from its facilities in the USA, the UK, Germany, Hong Kong, the Dominican Republic and via a network of over 40 agents worldwide.

On 3 July 2015, OpSec published its final results for the period ending 31 March 2015. Please see the Annual Report on OpSec's website (http://www.opsecsecurity.com).

OpSec's trading in the 6 month period to 30 September 2015 was satisfactory and in line with the OpSec Directors' expectations. As anticipated, the rationalisation of the OpSec Group's production facilities was completed during the 6 month period to 30 September 2015.

8 Information relating to Orca, Orca Holdings and the Investcorp Group

Orca has been established by Orca Holdings for the purposes of effecting the Transaction. Orca has not traded since incorporation, or entered into any obligations, other than in connection with the entering into and implementation of the Orca Share Exchange Agreement and related declarations of trust, the EBT Trustee Share Exchange Agreement, and the implementation and financing of the Scheme.

Orca Holdings is the company that was established by Investcorp Technology Fund III for the purpose of implementing Investcorp Technology Fund III's original investment in OpSec which completed on 1 February 2010. Following completion of the Transaction, Orca Holdings will continue to be owned by Investcorp Technology Fund III.

Investcorp Technology Partners III manages Investcorp Technology Fund III, the Investcorp Group technology private equity fund. Investcorp Technology Partners III has advised Investcorp Technology Fund III on growth buyouts, corporate carve-outs and investments in public and private companies in Western Europe and North America. Investcorp Technology Fund III's current investment portfolio includes several software and hardware companies in Europe and North America.

Investcorp Bank B.S.C., the ultimate parent of Investcorp Group, is an alternative asset management firm. Investcorp Bank B.S.C. is listed and traded on the Bahrain Bourse. As at 30 June 2015, the Investcorp Group had over US$10.6 billion in total assets under management ("AUM"), including assets managed by third party managers where Investcorp Technology Fund III receives fees calculated on the basis of the AUM.

9 Management, employees and locations

Orca attaches great importance to the skills and experience of the existing management and employees of the OpSec Group and believes that following completion of the Transaction they will benefit from greater opportunities within the OpSec Group. Accordingly, Orca has notified the OpSec Board that, following the Scheme becoming Effective, Orca intends to observe the existing employment rights, including pension rights, of all employees of the OpSec Group, at least to the extent required by applicable law.

An important part of Investcorp Technology Fund III's strategy for OpSec is to use the business as a platform for consolidation. Accordingly, the Investcorp Group intends to pursue the acquisition of similar companies to OpSec and has identified several potential targets. Orca believes that the operations of each of the potential acquisitions currently being considered are complementary to those of the OpSec Group. As such Orca has no current intention to change the locations of the OpSec Group's place of business or to redeploy its fixed assets. No proposals currently exist to change the conditions of employment of any of the existing employees of the OpSec Group, however, there are likely to be opportunities after completion of any such complementary acquisition to seek cost efficiencies which may affect employees in various different ways, for example, through changes to working practices, changes in business processes and/or redundancies.

Over time, as further businesses are acquired into the group, Orca would intend to seek additional growth and cost saving opportunities from the enlarged group which may involve the redeployment of employees, operating locations and fixed assets.

Following the Effective Date, Orca is likely to implement management arrangements more suited for a private company. To date Orca has privately considered potential incentive arrangements that could involve giving participants a significant uplift in value if various financial metrics are met within a certain time period or up to a specific event as well as accelerated vesting of new options that would be granted in exchange for the current outstanding options under the ESOS. Following the completion of the Transaction and delisting of the OpSec Shares, Orca intends to continue to provide incentive arrangements to management consistent with the evolution of the business. Orca has not discussed these arrangements with management and will not do so prior to the Effective Date.

10 The Management Arrangements

EBT

Orca has entered into a conditional binding arrangement with the EBT Trustee (pursuant to the EBT Trustee Share Exchange Agreement) whereby the EBT Trustee will, on or about the Effective Date, transfer the EBT Shares to Orca in exchange for the issue and allotment to the EBT Trustee by Orca of 2,826,115 B ordinary shares in Orca representing, in aggregate, approximately 2.4 per cent of the issued ordinary share capital of Orca as at such date.

Pursuant to Rule 16.2 of the Code, any arrangements that are being made available to the EBT Trustee which are not being made available to all OpSec Shareholders must be approved by a simple majority of the votes cast in person or by proxy by the Independent Shareholders at the Independent Shareholders Meeting.

The EBT Shares shall not form part of the Scheme and accordingly the EBT Trustee will not be able to vote at the Court Meeting. The EBT Trustee will also not vote on the Ordinary Resolutions relating to the Management Arrangements to be proposed at the Independent Shareholders Meeting. However, the EBT Trustee will be entitled to vote, in respect of EBT Shares, on the resolutions proposed at the General Meeting. The EBT Trustee has irrevocably undertaken to vote in favour of the resolutions to be proposed at the General Meeting in respect of its entire shareholding of 2,514,429 OpSec Shares, representing approximately 2.1 per cent of the Voting Shares.

OpSec Share Option Schemes

There are outstanding options granted in favour of several senior employees of the OpSec Group under the ESOS, including the Independent Directors. None of these awards are currently exercisable unless certain leaver circumstances occur prior to the Long Stop Date and none are currently expected to become exercisable prior to the Long Stop Date. Each Optionholder will be invited to enter into an option exchange agreement whereby the Optionholders agree to release their ESOS Option(s) in exchange for the grant of new option(s) over B ordinary shares in Orca (an "Option Exchange Agreement").

In accordance with Rule 15 of the Code, the holders of ESOS Options will be contacted separately regarding the effect of the Scheme on their rights under the ESOS and appropriate proposals will be made to them in respect of their ESOS Options.

If an Optionholder chooses not to enter into an Option Exchange Agreement, they will continue to hold Options in OpSec even once the Scheme has become Effective. It is proposed that certain amendments to the OpSec Articles be proposed for approval at the General Meeting to ensure that any OpSec Shares issued after the approval of the Scheme at the Court Meeting will: (i) be subject to the Scheme; and (ii) be automatically acquired by Orca.

Pursuant to Rule 16.2 of the Code, any arrangements that are being made available to all Optionholders which are not being made available to all OpSec Shareholders must be approved by a simple majority of the votes cast in person or by proxy by the Independent Shareholders at the Independent Shareholders Meeting. Those OpSec Shareholders who are also Optionholders will not be entitled to vote on the Ordinary Resolutions relating to the Management Arrangements to be proposed at the Independent Shareholders Meeting. However, OpSec Shares held by OpSec Shareholders will form part of the Scheme and accordingly those OpSec Shareholders will be able to vote at the Scheme Meetings.

Further information on the Management Arrangements will be set out in the Scheme Document.

The Management Arrangements are conditional upon the Scheme becoming Effective, which includes approval of the Management Arrangements by the Independent Shareholders at the Independent Shareholders Meeting, further details of which are set out in paragraph 11 below.

11 Independent Shareholders approval of the Management Arrangements

Independent Shareholders will be asked to approve the Management Arrangements by way of ordinary resolutions proposed at the Independent Shareholders Meeting. Voting at the Independent Shareholders Meeting will be by way of a poll. Orca and the EBT Trustee will not be entitled to vote on the Ordinary Resolutions.

Notices to convene the Independent Shareholders Meeting will be included in the Scheme Document.

Shore Capital considers the Management Arrangements to be fair and reasonable in so far as the Independent Shareholders are concerned.

12 Financing of the Transaction

The Transaction is being financed by funds made available directly from: (i) Investcorp Technology Fund III; and (ii) Investcorp Funding Limited, a wholly owned subsidiary of Investcorp Bank B.S.C, in the form of debt financing. After completion of the Transaction permanent financing for OpSec, via additional debt and equity arrangements, will be arranged. The Investcorp Group intends to structure the financing for the business to support the organic and acquisition growth for the business and any other complementary business acquired as noted in paragraph 4 above.

Full implementation of the Transaction would result in cash consideration of approximately £10.8 million becoming payable to Scheme Shareholders.

Canaccord Genuity is satisfied that sufficient resources are available to Orca to satisfy, in full, the Cash Consideration payable to Scheme Shareholders under the terms of the Scheme.

13 Opening Position Disclosure

On 7 October 2015, Orca Holdings made a public Opening Position Disclosure in accordance with Rule 8.1(a) of the Code giving details of all interests or short positions in, or rights to subscribe for, any relevant securities of OpSec held by Orca Holdings. However, it was not practicable in the time available to make enquiries of all persons acting in concert with Orca Holdings in order to include all relevant details in respect of such persons in the Opening Position Disclosure of Orca Holdings. Accordingly, where applicable, a further Opening Position Disclosure containing such details will be made as soon as possible in accordance with Rule 8 of the Code and Note 2(a)(i) on Rule 8 of the Code.

14 Conditions

The implementation of the Transaction and the Management Arrangements will be subject to satisfaction or, where applicable, waiver of the Conditions. To become Effective, the Transaction and the Management Arrangements require, amongst other things:

•	the approval of the Scheme by a majority in number, representing not less than 75 per cent in value, of the Scheme Shareholders;
•	the Ordinary Resolutions being passed by the requisite majority at the Independent Shareholders Meeting;
•	the Special Resolutions required to implement the Scheme being passed by the requisite majority at the General Meeting;
•	the sanction of the Scheme by the Court; and
•	the satisfaction or waiver of the other Conditions.

15 Scheme of Arrangement

It is intended that the Transaction will be effected by means of a Court‑sanctioned scheme of arrangement between Orca and the Scheme Shareholders under Part 26 of the Companies Act but Orca may, with the consent of the Independent Directors and the Panel, elect to implement the Transaction by way of a Takeover Offer. The purpose of the Scheme is to provide for Orca to become the owner of the whole of the issued share capital of OpSec. The Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix I to this announcement and to be set out in the Scheme Document. The Conditions include a long-stop date of 31 March 2016 by which the Scheme must have become Effective (unless extended with the agreement of OpSec, Orca and the Court).

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting, the General Meeting or the Independent Shareholders Meeting. The Scheme will contain a provision for Orca to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Further details of the Scheme, including the timetable for its implementation, will be set out in the Scheme Document, which will be posted to OpSec Shareholders in due course and, in any event, within 28 days of the date of this announcement. Upon the Scheme becoming Effective, the Transaction Consideration will be despatched to Scheme Shareholders as soon as practicable but no later than 14 days after the Effective Date.

16 The Scheme Meetings and the Independent Shareholders Meeting

Notices to convene the Scheme Meetings and the Independent Shareholders Meeting will be included in the Scheme Document. The purpose of the Court Meeting is to seek approval of Scheme Shareholders for the Scheme (with or without modification).

The purpose of the General Meeting is to consider and, if thought fit, pass the Special Resolutions (which requires votes in favour representing at least 75 per cent of the votes cast) to:

(a)	authorise the OpSec Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and
(b)	approve certain amendments to the OpSec Articles to ensure that any OpSec Shares issued after the approval of the Scheme at the Court Meeting will: (i) be subject to the Scheme; and (ii) be automatically acquired by Orca.

The purpose of the Independent Shareholders Meeting is for the Independent Shareholders to consider and, if thought fit, pass the Ordinary Resolutions to approve the Management Arrangements as required under Rule 16.2 of the Code.

17 Delisting and re‑registration

Subject to the Scheme becoming Effective, application will be made to the London Stock Exchange to cancel trading in the OpSec Shares on AIM.

Following the Effective Date and after the OpSec Shares are de-listed, share certificates in respect of the OpSec Shares will cease to be valid and entitlement to OpSec Shares held within the CREST system will be cancelled.

Following the Effective Date and after the OpSec Shares are de-listed, OpSec will be re‑registered as a private limited company in accordance with section 97 of the Companies Act.

In the event that the Scheme does not become Effective, Orca intends to propose a resolution to de-list the Company and re-register it as a private limited company and vote its beneficial entitlement of approximately 81.70 per cent of the Voting Shares in favour of such resolutions.

18 Overseas shareholders

The availability of the Transaction to OpSec Shareholders who are not resident in the UK may be affected by the laws of their relevant jurisdictions. Such persons should inform themselves about and observe any applicable legal, tax or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

The Transaction will not be made available, directly or indirectly, in or into and will not be capable of acceptance from or within any Restricted Jurisdiction.

19 Takeover Offer

As stated in paragraph 15, Orca reserves the right with the consent of the Independent Directors and the Panel to elect to implement the acquisition of the OpSec Shares by way of a Takeover Offer.

20 General

The Scheme Document will be posted to OpSec Shareholders as soon as practicable but in any event within 28 days of this announcement.

The Scheme will be subject to the Conditions set out in Appendix I to this announcement.

The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

21 Documents on display

Copies of the following documents are available for inspection on OpSec's website at: http://www.opsecsecurity.com:

(a)	the irrevocable undertakings referred to in paragraph 6 above;
(b)	a copy of this Announcement;
(c)	the EBT Trustee Share Exchange Agreement; and
(d)	documents relating to the financing of the Transaction as follows:
	(i)	the Orca Share Exchange Agreement;
	(ii)	the subscription agreement dated 27 October 2015 between Orca, Investcorp Funding Limited, Investcorp Technology Partners III (Cayman), LP., Investcorp Technology Partners III (Cayman-I), LP. and Investcorp Technology Partners III, LP., and Orca Holdings;
	(iii)	the subscription agreement dated 27 October 2015 between Orca Holdings and Orca; and
	(iv)	a facility agreement dated 16 October 2015 between Investcorp Funding Limited, Orca, Investcorp Funding Limited, a wholly owned subsidiary of Investcorp Bank B.S.C., Investcorp Technology Partners III (Cayman), LP., Investcorp Technology Partners III (Cayman-I), LP. and Investcorp Technology Partners III, LP., and Orca Holdings.

Important Notices

This announcement and all other documents, announcements or information published in relation to the Transaction by Orca will be available on the website of Investcorp Bank B.S.C. at http://www.investcorp.com/news-and-media.

This announcement is for information purposes only and is not intended to and does not constitute or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction, the Management Arrangements or otherwise. The Transaction and the Management Arrangements are being made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction and the Management Arrangements, including details of how to vote in respect of the Transaction and the Management Arrangements. Any response in relation to the Transaction and/or the Management Arrangements should be made only on the basis of the information contained in the Scheme Document. OpSec will prepare the Scheme Document to be distributed to OpSec Shareholders. OpSec and Orca urge OpSec Shareholders to read the Scheme Document when it becomes available as it will contain important information relating to the Transaction and the Management Arrangements.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas Shareholders

Unless otherwise determined by Orca or required by the Code, and permitted by applicable law and regulations, copies of this announcement and any formal documentation relating to the Transaction and the Management Arrangements are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. If the Transaction is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality of facilities.

Notice to US Shareholders

The Transaction relates to the shares of an English company that is a "foreign private issuer" (as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") proposed to be made by means of a scheme of arrangement provided for and governed under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of United States proxy solicitation or tender offer rules. If, in the future, Orca exercises the right to implement the Transaction by way of a Takeover Offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States securities laws and regulations, including the applicable Exchange Act tender offer rules.

It may be difficult for US holders of OpSec Shares to effect service of process within the United States on Orca, OpSec and/or any of their respective officers and directors or to enforce their rights and any claims arising out of US federal securities laws, since Orca and OpSec are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of OpSec Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US courts' judgement.

Responsibility Statements

Cautionary Note Regarding Forward-Looking Statements

Dealing and Opening Position Disclosure Requirements

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK 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 or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (UK time) on the business day following the date of the relevant dealing.

Electronic Communications

Publication on website and availability of hard copies

A copy of this announcement will be made available, free of charge, on the OpSec website at http://www.opsecsecurity.com by no later than 12 noon (UK time) on 28 October 2015.

Rule 2.10 Disclosure

Rounding

Appendix I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE TRANSACTION

Part A: Conditions of the Transaction

The Transaction will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than the Long Stop Date.

1	The Scheme will be subject to the following conditions:
	(a)	its approval by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) or any adjournment of any such meeting and who represent 75 per cent. or more in value of Scheme Shares (or the relevant class or classes thereof, if applicable) voted by those Scheme Shareholders (or the relevant class or classes thereof, if applicable);
	(b)	all resolutions necessary to approve and implement the Scheme and adopt the Amended OpSec Articles being duly passed by the requisite majority of OpSec Shareholders at the General Meeting (or any adjournment thereof); and
	(c)	the sanction of the Scheme by the Court (with or without modification but subject to any such modification being on terms acceptable to OpSec and Orca) and the delivery of a copy of the Court Order to the Registrar of Companies.
2	The Transaction will be conditional upon, and accordingly the Court Order will not be delivered to the Registrar of Companies unless and until, any resolution or resolutions of the Independent Shareholders required to approve and implement the Management Arrangements have been duly passed at the Independent Shareholders Meeting (or at any adjournment thereof) in accordance with Rule 16.2 of the Code.
3	In addition, subject as stated in Part B below and to the requirements of the Panel, OpSec and Orca have agreed that the Transaction will be conditional upon the following conditions, and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless the following conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:
	(a)	all notifications and filings which are necessary or are reasonably considered appropriate by Orca having been made in connection with the Transaction and the Management Arrangements, all appropriate waiting periods (including any extension to them) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, all necessary statutory or regulatory obligations in any jurisdiction having been complied with and all Authorisations which in each case are necessary or are reasonably considered appropriate by Orca for or in respect of the Scheme, its implementation or any acquisition of any shares in, or control of, OpSec or any member of the Wider OpSec Group by any member of the Wider Orca Group having been obtained in terms and in a form reasonably satisfactory to Orca from all Relevant Authorities or persons with whom any member of the Wider OpSec Group has entered into contractual arrangements in each case where the absence of an Authorisation from such a person would have a material adverse effect on the Wider OpSec Group taken as a whole, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider OpSec Group, remaining in full force and effect at the time when the Scheme becomes Effective and there being no intimation of any intention to revoke or not to renew, withdraw, suspend, withhold, modify or amend the same in consequence of the Scheme becoming Effective;
	(b)	no Relevant Authority having instituted, implemented or threatened any action, suit, proceedings, investigation, reference or enquiry, or enacted, made or proposed any statute, regulation, order or decision, or having taken any other steps or measures that would or might be expected to in any case which would be material in the context of the Wider OpSec Group or the Wider Orca Group, as the case may be, when taken as a whole:
		(i)	make the Transaction and/or the Management Arrangements, their implementation or the acquisition or proposed acquisition of any shares or other securities in, or control over, OpSec or any member of the Wider OpSec Group by Orca or any member of the Wider Orca Group, illegal, void or unenforceable or otherwise directly or indirectly restrict, restrain, prohibit, delay, frustrate or interfere in the implementation of or impose additional conditions or obligations with respect to or otherwise challenge the Transaction and/or the Management Arrangements in any case in a manner which is material in the context of the Wider OpSec Group when taken as a whole (including without limitation, taking any steps which would entitle the Relevant Authority to require Orca to dispose of all or some of its OpSec Shares or restrict the ability of Orca to exercise voting rights in respect of some or all of such OpSec Shares);
		(ii)	require, prevent or materially delay a divestiture by any member of the Wider Orca Group of any shares or other securities in OpSec;
		(iii)	impose any material limitation on, or result in a material delay in, the ability of Orca or OpSec or any member of the Wider Orca Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities in any member of the Wider OpSec Group or voting rights or management control over any member of the Wider OpSec Group;
		(iv)	require, prevent or materially delay a divestiture by any member of the Wider Orca Group or the Wider OpSec Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties;
		(v)	result in any member of the Wider OpSec Group or the Wider Orca Group ceasing to be able to carry on the business under any name under which it presently does so;
		(vi)	impose any material limitation on the ability of any member of the Wider Orca Group or of the Wider OpSec Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Orca Group or of the Wider OpSec Group;
		(vii)	otherwise affect any or all of the businesses, assets, prospects or profits of any member of the Wider Orca Group or any member of the Wider OpSec Group in a manner which is material and adverse to the relevant Group taken as a whole; or
		(viii)	require any member of the Wider OpSec Group or the Wider Orca Group to offer to acquire any shares or other securities owned by any third party in any member of either Group by any third party,
		and all applicable waiting and other time periods during which any such Relevant Authority could institute, or implement or threaten any proceedings, suit, investigation or enquiry or enact, make or propose any such statute, regulation or order or take any other such step having expired, lapsed or been terminated;
	(c)	except as Fairly Disclosed, there being no provision of any arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument to which any member of the Wider OpSec Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, which could or might reasonably be expected, as a consequence of the Transaction, the Management Arrangements or of the proposed acquisition of any shares or other securities in, or control of, OpSec, to result in, in any case to an extent which is material in the context of the OpSec Group taken as a whole:
		(i)	any assets or interests of any member of the Wider OpSec Group being or falling to be disposed of or charged, or any right arising under which any such assets or interests could be required to be disposed of or charged or could cease to be available, other than in the ordinary course of business;
		(ii)	any monies borrowed by or other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider OpSec Group becoming repayable or being capable of being declared repayable immediately or earlier than its stated repayment date or the ability of such member of the Wider OpSec Group to incur any indebtedness becoming or being capable of being or becoming withdrawn, prohibited or inhibited;
		(iii)	any such arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument being terminated or modified, affected, amended or varied or any action being taken or any onerous obligation or liability arising thereunder;
		(iv)	the rights, liabilities, obligations, business or interests of any member of the Wider OpSec Group with any firm, body or person (or any arrangements relating to such business or interests) being terminated, modified, affected, amended or varied in any materially adverse manner;
		(v)	the value of or the financial or trading position or prospects of any member of the Wider OpSec Group being prejudiced or adversely affected;
		(vi)	the creation of any liability (actual or contingent) by any member of the Wider OpSec Group;
		(vii)	any liability of any member of the Wider OpSec Group to make any severance, termination, bonus or other payment to any of its directors or other officers;
		(viii)	the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider OpSec Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable; or
		(ix)	any member of the Wider OpSec Group ceasing to be able to carry on business under any name under which it currently does so,
		and no event having occurred which, under any provision of any arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument to which any member of the Wider OpSec Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, could result, in any case to an extent which is material and adverse in the context of the Wider OpSec Group taken as a whole in any of the events or circumstances as are referred to in items (i) to (ix) inclusive of this paragraph;
	(d)	except as Fairly Disclosed:
		(i)	no litigation, arbitration proceedings, mediation proceedings, prosecution or investigation or other legal proceedings to which any member of the Wider OpSec Group is or may become a party (whether as plaintiff, defendant or otherwise) having been instituted or threatened or remaining outstanding against or in respect of any member of the Wider OpSec Group which in any case is material in the context of the Wider OpSec Group taken as a whole;
		(ii)	no adverse change or deterioration having occurred in the business, assets, financial or trading position, prospects or profits of any member of the Wider OpSec Group which in any case is material in the context of the Wider OpSec Group taken as a whole;
		(iii)	no contingent or other liability having arisen, become apparent or increased which in any case is material in the context of the Wider OpSec Group taken as a whole;
		(iv)	no steps have being taken and no omissions have been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider OpSec Group, which is necessary for the proper carrying on of its business; and
		(v)	no enquiry or investigation by any Relevant Authority against or in respect of any member of the Wider OpSec Group having been threatened, announced or instituted or remaining outstanding by, against, or in respect of any member of the Wider OpSec Group which in any case is material in the context of the Wider OpSec Group taken as a whole;
	(e)	since 31 March 2015 and except as Fairly Disclosed, neither OpSec nor any other member of the Wider OpSec Group having:
		(i)	issued or agreed to issue or authorised the issue or grant of additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities or transferred or sold any shares out of treasury;
		(ii)	purchased, redeemed or repaid any of its own shares or other securities or reduced or made any other changes to its share capital;
		(iii)	(save in respect of the Preferred Shares) recommended, declared, paid or made any dividend, bonus or other distribution whether payable in cash or otherwise, other than to OpSec or a wholly-owned subsidiary of OpSec;
		(iv)	merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in subsidiaries and trade investments) which in any case would be material in the context of the Wider OpSec Group taken as a whole;
		(v)	issued or authorised the issue of any debentures or incurred or increased any indebtedness or liability or become subject to a contingent liability which in any case is material in the context of the Wider OpSec Group taken as a whole;
		(vi)	entered into, varied or authorised any arrangement, transaction, contract or commitment other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or magnitude or which involves or could involve an obligation of a nature and magnitude which is or could restrict the scope of the existing business of any member of the Wider OpSec Group which in any case is material in the context of the Wider OpSec Group taken as a whole;
		(vii)	entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in relation to itself or another member of the Wider OpSec Group otherwise than in the ordinary course of business which in any case is material in the context of the OpSec Group taken as a whole;
		(viii)	waived or compromised any claim which is material in the context of the Wider OpSec Group taken as a whole;
		(ix)	taken any corporate action or had any legal proceedings started or threatened against it for its winding up (whether voluntary or otherwise), dissolution or reorganisation or analogous proceedings in any jurisdiction or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer in any jurisdiction of all or any of its assets and revenues or had any such person appointed which in any case is material in the context of the Wider OpSec Group taken as a whole;
		(x)	been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to do so) payments of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case which is material in the context of the Wider OpSec Group taken as a whole;
		(xi)	made or authorised any change in its loan capital;
		(xii)	entered into or varied in any material respect the terms of any service agreement with or relating to any of the directors or senior executives of any member of the Wider OpSec Group;
		(xiii)	proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider OpSec Group which in any case is material in the context of the Wider OpSec Group taken as a whole;
		(xiv)	(save as envisaged pursuant to the Special Resolutions) made any alteration to its articles of association or other incorporation or constitutional documents which is material in the context of the Scheme; or
		(xv)	entered into any agreement or commitment or passed any resolution or made any offer or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this paragraph (e);
	(f)	Orca not having discovered that, except as Fairly Disclosed:
		(i)	any financial, business or other information concerning the OpSec Group disclosed publicly or disclosed to any member of the Wider Orca Group at any time is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information therein not misleading and which was not corrected before the date of announcement of the Transaction and the Management Arrangements either by public disclosure through a Regulatory Information Service or to Orca and which is material in the context of the Wider OpSec Group taken as a whole;
		(ii)	any member of the Wider OpSec Group is subject to any liability otherwise than in the ordinary course of business, contingent or otherwise, which is or would be likely to be material in the context of the OpSec Group taken as a whole; or
		(iii)	any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider OpSec Group which is material in the context of the OpSec Group taken as a whole;
	(g)	Orca not having discovered that, except as Fairly Disclosed:
		(i)	any past or present member of the Wider OpSec Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider OpSec Group which in any case, is or might reasonably be expected to be material in the context of the Wider OpSec Group taken as a whole; or
		(ii)	there is, or is likely to be, for that or any reason whatsoever, any liability (actual or contingent) of any past or present member of the wider OpSec Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider OpSec Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction which in any case, is or might reasonably be expected to be material in the context of the Wider OpSec Group taken as a whole

Part B: Certain further terms of the Transaction

4	Save with the consent of the Panel, the Transaction will lapse and the Scheme will not proceed if, before the date of the Scheme Meeting, the Transaction or any matter arising from it is referred to the UK Competition Commission or following a request to the European Commission under Rule 22(3) of the EC Merger Regulation in relation to the Scheme or any part of it which is accepted by the European Commission the European Commission initiates proceedings under Article 6(1)I of EC Merger Regulation.
5	Subject to the requirements of the Panel, Orca reserves the right to waive in whole or in part all or any of the above Conditions except the conditions set out in paragraphs 1 and 2 of Appendix I to this announcement which are not capable of being waived. The Scheme will not become Effective unless all of the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Orca to be or to remain satisfied by no later than the Long Stop Date. Orca shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of the conditions set out in paragraphs 3(a) to (g) (inclusive) of Appendix I to this announcement by a date earlier than the latest date for the fulfilment or waiver thereof, notwithstanding that other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
6	Orca reserves the right to elect (with the consent of the Panel (if required)) to implement the acquisition of the OpSec Shares by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition set at 90 per cent (or such lesser percentage as Orca may decide) of the OpSec Shares to which such Takeover Offer relates. Any such Takeover Offer will be implemented on the same terms (subject to appropriate amendments) as those which would apply to the Scheme and in compliance with applicable laws and regulations.
7	Under the Scheme, OpSec Shares will be acquired by Orca fully paid up and free from all liens, equities, equitable interests, charges, options, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights existing as at the date of this announcement or subsequently attaching or accruing to them, including, without limitation, the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by OpSec in respect of an OpSec Share after the date of this announcement, Orca reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital the price payable under the Scheme in respect of an OpSec Share, except insofar as the OpSec Share is or will be transferred pursuant to the Scheme on a basis which entitles Orca alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Transaction Consideration is paid in respect of that OpSec Share will be obliged to account to Orca for the amount of such the dividend and/or distribution and/or return of capital. Any exercise by Orca of its rights referred to in this paragraph will be subject to an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Transaction.
8	Under Rule 13.5 of the Code, Orca may not invoke a Condition so as to cause the Scheme not to proceed, to lapse or be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Orca in the context of the Scheme. The Conditions set out in paragraph 1 of Appendix I to this announcement are not subject to this provision of the Code.
9	The Transaction will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Transaction will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.
10	The availability of the Scheme to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. The Transaction is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmissions, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.
11	Copies of this announcement and any documentation relating to the Scheme will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or email) of interstate or foreign commerce of, or of any facility of a national securities exchange of any jurisdiction prohibiting any such action.
12	Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix II

BASES AND SOURCES

1	The value attributed to the existing issued share capital of OpSec is based upon the 101,212,121 OpSec Shares and 20,000,000 Preferred Shares in issue on 27 October 2015, being the last practicable date prior to the date of this announcement.
2	For the purposes of the financial comparisons contained in this announcement, no account has been taken of any liability to taxation or the treatment of fractions under the Scheme.
3	Unless otherwise stated, the financial information on OpSec is extracted from the Annual Report.

Appendix III

DEFINITIONS

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

Acquisition	the proposed acquisition by Orca of the entire issued share capital of OpSec not already beneficially held by it
AIM	AIM, a market operated by London Stock Exchange
AIM Rules	the AIM Rules for Companies published by London Stock Exchange from time to time
Amended OpSec Articles	the articles of OpSec at the date of the announcement as amended to include provisions, in terms approved by Orca, that avoid any person (other than Bidco or its nominee(s)) remaining as a holder of OpSec Shares after the Effective Date, such proposed amendments to be set out in full in the notice of the General Meeting
Annual Report	the annual report and audited accounts of the OpSec Group for year ended 31 March 2015
Authorisations	authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals
Business Day	a day (other than a Saturday or Sunday) on which banks in the city of London are open for normal banking business
Canaccord Genuity	Canaccord Genuity Limited, financial adviser to Orca and Orca Holdings
Cash Consideration	the cash consideration due to a Scheme Shareholder under the Scheme in connection with the transfer of his Scheme Shares pursuant to the Transaction
Closing Price	the closing middle market quotation of an OpSec Share as derived from the Daily Official List or London Stock Exchange's website
Code	the City Code on Takeovers and Mergers
Companies Act	the Companies Act 2006 (as amended from time to time)
Conditions	the conditions of the Transaction which are set out in Appendix I to this announcement
Court	the High Court of Justice, Chancery Division (Companies Court), in England and Wales
Court Meeting	the meeting of the Scheme Shareholders (or any adjournment thereof) convened by order of the Court under section 899 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment)
Court Order	the order of the Court sanctioning the Scheme
CREST	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)
Daily Official List	the Daily Official List of London Stock Exchange
Dealing Disclosure	a dealing disclosure made pursuant to Rule 8 of the Code
EBT	the OpSec Security Group Employee Trust, the sole trustee of which is the EBT Trustee
EBT Shares	the OpSec Shares held by the EBT Trustee, which are to be excluded from the Scheme
EBT Trustee	the sole trustee of the EBT as at the date hereof, being the OpSec Security Group Employee Trustee Company Limited (company number 03783327)
EBT Trustee Share Exchange Agreement	the conditional binding agreement entered into on 27 October 2015 between Orca and the EBT Trustee pursuant to which the EBT Trustee will, on or about the Effective Date, transfer all of the EBT Shares to Orca in exchange for the issue and allotment to the EBT Trustee of 2,826,115 B ordinary shares in Orca
EC Merger Regulation	Council Regulation (EC) No. 139/2004
Effective	the Scheme having become effective in accordance with its terms
Effective Date	the date on which the Scheme becomes Effective
ESOS	the OpSec Executive Share Option Scheme 2014 as amended from time to time
ESOS Options	the options to subscribe for, or the right to be delivered, OpSec Shares granted by OpSec pursuant to the ESOS to Optionholders
Exchange Act	the US Securities Exchange Act of 1934, as amended
Fairly Disclosed	fairly disclosed in the Annual Report or as publicly announced by or on behalf of OpSec through (a) a Regulatory Information Service before the date of this announcement or (b) the publication of such information on the main website maintained by OpSec before the date of this announcement
General Meeting	the general meeting of OpSec Shareholders (or any adjournment thereof) to be convened to consider and, if thought fit, pass inter alia the Special Resolutions, notice of which shall be set out in the Scheme Document
Independent Directors	Richard Cremona and Michael Angus, being the directors of OpSec who are independent in relation to the Transaction (but who, by agreement between OpSec and the Panel, are not considered to be independent for the purposes of the Management Arrangements)
Independent Shareholders Meeting	the general meeting of Independent Shareholders (or any adjournment thereof) to be convened pursuant to Rule 16 of the Code to consider and, if thought fit, pass the Ordinary Resolutions, notice of which shall be set out in the Scheme Document
Independent Shareholders	all OpSec Shareholders, excluding:
	(a)	Orca;
	(b)	the EBT Trustee; and (c) those Optionholders who also hold OpSec Shares,
	and any person acting or deemed to be acting in concert with any of them
Independent Shares	the 15,753,254 OpSec Shares in aggregate held by Independent Shareholders, which number is currently an estimate based on information provided by the Company and all Optionholders will be approached for confirmation of the number of OpSec Shares they each hold between the date of this announcement and the date of the Scheme Circular
Investcorp Group	Investcorp Bank B.S.C. and its consolidated subsidiaries
Investcorp Technology Fund III	an Investcorp Group technology private equity investment fund managed by Investcorp Technology Partners III
Investcorp Technology Partners III	collectively, Investcorp Technology Partners III, LLC and Investcorp Technology Fund III Limited Partnership, the general partners of the entities that comprise Investcorp's Technology Fund III
London Stock Exchange	London Stock Exchange plc
Long Stop Date	31 March 2016 or such later date (if any) as Orca and OpSec may agree and (if required) the Panel and the Court may allow
Management Arrangements	the proposed arrangement between Orca and the EBT Trustee and the proposed treatment of the Optionholders, both as described in paragraph 10 of this announcement
Offer Period	the offer period (as defined by the Code) relating to OpSec, which commenced on 30 September 2015 and ending on the earlier of the date on which the Scheme becomes Effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide)
Offeror Group	each of Orca, Orca Holdings, Investcorp Technology Fund III and the EBT Trustee
Opening Position Disclosure	an opening position disclosure made pursuant to Rule 8 of the Code
OpSec	OpSec Security Group plc
OpSec Articles	the articles of association of OpSec in force as at the date of this announcement
OpSec Directors or the OpSec Board	the directors of OpSec as at the date of this announcement, being Richard Fuller, Richard Cremona, Michael Angus, Hazem Ben-Gacem and David Erlong
OpSec Group	collectively, OpSec and its subsidiaries, subsidiary undertakings, holding companies and parent undertakings from time to time and "member of the OpSec Group" shall be construed accordingly
OpSec Shareholders	holders of OpSec Shares
OpSec Shares	ordinary shares of 5 pence in the capital of OpSec
Option Exchange Agreement	the form of agreement each Optionholder will be invited to enter into to release their ESOS Options in exchange for the grant of new options over B ordinary shares in Orca
Optionholders	those persons who hold options over OpSec Shares pursuant to the ESOS
Orca	Orca Bidco Limited
Orca Director	the sole director of Orca as at the date of this announcement, being Hazem Ben-Gacem
Orca Group	collectively, Orca and its subsidiaries, subsidiary undertakings, holdings companies and parent undertakings from time to time and "member of the Orca Group" shall be construed accordingly
Orca Holdings	Orca Holdings Limited
Orca Share Exchange Agreement	the agreement entered into on 27 October 2015 between Orca Holdings and Orca pursuant to which Orca acquired 30,512,078 OpSec Shares held by Orca Holdings in return for the issue to Orca Holdings by Orca of ordinary shares with a corresponding value
Ordinary Resolutions	the ordinary resolutions to be proposed at the Independent Shareholders Meeting to approve the terms of the Management Arrangements
Overseas Shareholders	OpSec Shareholders whose registered addresses are outside the UK or who are citizens or residents of countries other than the UK
Panel	the UK Panel on Takeovers and Mergers
pounds or £	UK pounds sterling, the lawful currency of the United Kingdom
Preferred Shares	the 7.5 per cent redeemable convertible preferred ordinary shares of 5 pence each in the capital of OpSec
Registrar of Companies	the Registrar of Companies in England and Wales
Regulatory Information Service	any information services authorised from time to time by the Financial Conduct Authority for the purpose of disseminating regulatory announcements
Relevant Authority	any government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction and "Relevant Authorities" shall be construed accordingly
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Transaction is sent or made available to OpSec Shareholders in that jurisdiction
Scheme Document	the document to be addressed to OpSec Shareholders containing the details of the Transaction and the Management Arrangements including, amongst other things, the Scheme, the notices of the Scheme Meetings and the Independent Shareholders Meeting and the proxy forms in respect of the Scheme Meetings and the Independent Shareholders Meeting
Scheme or Scheme of Arrangement	the scheme of arrangement proposed to be made under Part 26 of the Companies Act between OpSec and the Scheme Shareholders to implement the Transaction, the full terms of which will be set out in the Scheme Document, with or subject to any modification, addition or condition which Orca and the Independent Directors may agree
Scheme Court Hearing	the hearing of the Court to sanction the Scheme under section 899 of the Companies Act
Scheme Meetings	the Court Meeting and the General Meeting
Scheme Shares	all OpSec Shares which are:
	(a)		in issue at the date of this announcement; and
	(b)		(if any) issued after this announcement, and prior to the Voting Record Time,
	in each case save for any OpSec Shares which are registered in the name of or beneficially owned by Orca or any other member of the Offeror Group
Scheme Shareholders	holders of Scheme Shares
Shore Capital	Shore Capital and Corporate Limited, Rule 3 adviser and financial adviser to OpSec
Special Resolutions	the special resolutions to be proposed at the General Meeting in connection with, amongst other things, the implementation of the Scheme and adopting the Amended OpSec Articles
subsidiary or subsidiary undertaking or associated undertaking or holding company or parent undertaking	shall be construed in accordance with the Companies Act
Takeover Offer	an offer implemented by way of a takeover offer (within the meaning of section 974 of the Companies Act) under the Code and where the context permits, any subsequent revision, variation, extension or renewal of such offer
Transaction	the proposed cash offer for the entire issued ordinary share capital of OpSec not already owned or contracted to be acquired by Orca, to be effected by the Scheme as described in this announcement (or by a Takeover Offer under certain circumstances described in this announcement)
Transaction Consideration	the consideration payable in connection with the Transaction, being 55 pence per OpSec Share
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
United States of America or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof any state of the United States and the District of Columbia
US$	US dollars, the lawful currency of the United States
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6:00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the second day before the date of such adjourned meeting
Voting Shareholders	holders of Voting Shares
Voting Shares	the existing issued, allotted and fully paid OpSec Shares and the existing issued, allotted and fully paid Preferred Shares
Wider OpSec Group	the OpSec Group and associated undertakings of OpSec and any other body corporate, partnership, joint venture or person in which OpSec and such undertakings (aggregating their interests) have an interest of more than 20 per cent of the voting or equity capital or the equivalent
Wider Orca Group	the Orca Group and associated undertakings of Orca and any other body corporate, partnership, joint venture or person in which Orca and such undertakings (aggregating their interests) have an interest of more than 20 per cent of the voting or equity capital or the equivalent

[1] Includes Voting Shares beneficially held by Orca and the EBT Trustee

[2] The 15,753,254 OpSec Shares in aggregate held by Independent Shareholders is currently an estimate based on information provided by the Company and all Optionholders will be approached for confirmation of the number of OpSec Shares they each hold between the date of this announcement and the date of the Scheme Circular

[3] Includes Voting Shares beneficially held by Orca and the EBT Trustee

[4] Includes Voting Shares beneficially held by Orca and the EBT Trustee

This information is provided by RNS

The company news service from the London Stock Exchange

END

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