EUR133.25 million acquisition of Fox-IT Holding BV
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.
24 November 2015
€133.25 million acquisition of Fox-IT Holding B.V.
Firm Placing and Placing and Open Offer to raise £126.3 million (gross)
NCC Group plc (LSE: NCC or "NCC Group"), the international, independent provider of Escrow, Assurance and Domain Services, has (through its subsidiary, NCC Group (Solutions) Limited) entered into an agreement to acquire Fox-IT Holding B.V. ("Fox"), a leading provider of high-end cyber security solutions, for a total consideration of approximately €133.25 million (£93.5 million).
NCC Group intends to raise £126.3 million (gross) through a Firm Placing and Placing and Open Offer at the Issue Price of 275 pence per New Ordinary Share.
Highlights
· Fox and its subsidiaries (together, the "Fox Group"), headquartered in Delft (the Netherlands), are a leading provider of high-end cyber security solutions comprising of cyber security products, managed security services, advanced threat intelligence, forensics and incident response, 'Sovereign Cryptography' and professional services.
· The Fox Group has a strong reputation and brand with a client base, including government security departments and global organisations.
· The acquisition is a key strategic development in NCC Group's aspiration to become the leading player in the expanding global cyber security market.
· Advanced persistent threats are driving security spending, with a focus on threat intelligence and 'big data' security analytics, beyond traditional security information and event management.
· The Fox Group provides NCC Group with a step change in its ability to provide contextual security analysis, advanced threat intelligence and online fraud detection.
· The acquisition will also provide NCC Group with the potential to:
o replicate service lines internationally;
o diversify into an area of complementary services and products; and
o provide a complete security proposition to customers globally.
· NCC Group and the Fox Group have complementary client bases creating multiple cross-selling opportunities
· Total consideration of approximately €133.25 million (£93.5million).
o c. €108.25 million paid in cash on completion, subject to a completion accounts adjustment mechanism.
o A further €10 million in cash payable and €2.5 million in NCC Group Ordinary Shares to be issued on each of the first and second anniversaries of completion.
· Funded by:
o Firm Placing raising £63.1 million (gross).
o Placing and Open Offer raising £63.2 million (gross).
o New multibank facilities: £80 million RCF and £30 million term loan.
· Earnings enhancing in the medium term - pre revenue synergies.
· The Issue is being fully underwritten by Peel Hunt.
Rob Cotton, NCC Group Chief Executive commented:
"This is a unique opportunity to acquire a leading, substantial European cyber security business that focusses on security analysis and threat intelligence; at a time that organisations globally are only now beginning to appreciate that they need to be proactive, not reactive, in dealing with cyber security.
"Fox has an impressive reputation and brand with a high quality client base, including government security departments and global organisations. The business also has a range of complementary professional and managed services and products which we aim to distribute internationally.
"The addition of Fox, with its quality management team, 250 technical security experts and personnel and high assurance cryptology and forensics capabilities, enables us to take a further substantial step towards our aspiration of becoming the leading player in the expanding global cyber security market."
Analyst call
NCC Group will be hosting a conference call for analysts and institutional investors at 8.30 a.m. today. Please contact Hannah Franklin at Instinctif Partners on 0207 457 2040 or email Hannah.franklin@instintif.com.
This announcement will be made available on the NCC Group website at (www.nccgroup.trust) later today.
Enquiries
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NCC Group Rob Cotton, CEO Atul Patel, Finance Director
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Tel: +44 (0)161 209 5432
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Peel Hunt LLP (Sponsor, Joint Financial Adviser and Broker) Charlie Batten, Richard Brown, Dan Webster, Jock Maxwell Macdonald
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Tel: +44 (0)207 418 8861 |
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Rickitt Mitchell & Partners Limited (Joint Financial Adviser) Stuart Moss, Alex Wilson
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Tel: +44 (0)161 834 0600 |
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Instinctif Partners (Public Relations) Adrian Duffield, Lauren Foster, Kay Larsen |
Tel: +44 (0)20 7457 2020 |
Note to editors
NCC Group - www.nccgroup.trust/uk/
NCC Group is a global information assurance specialist providing organisations worldwide with escrow, verification, security consulting, web performance and domain services.
Through a comprehensive information assurance solution NCC Group provides organisations around the world with peace of mind that some of their most important assets are protected and operating as they should be at all times.
NCC Group operates three distinct but complementary divisions, NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services, from approximately 30 offices across the UK, mainland Europe, North America and Australia. With close to 1,500 employees, it provides comprehensive end-to-end information assurance services for over 15,000 organisations worldwide.
Threat intelligence
Threat intelligence is the use of evidenced-based knowledge about existing or emerging threats and hazards to IT security.
It encompasses analysis and understanding of: geo-political situations; criminal-activity; technical threats; IT vulnerabilities; and open source information from publicly accessible sources, including the dark web and semi-private forums.
Threat intelligence is used by an organisation to ensure its governance, risk and operational functions understand what threats they face and can make informed decisions in response.
For more information go to: www.nccgroup.trust/uk/our-research/threat-intelligence-benefits-for-the-enterprise/
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IMPORTANT NOTICE
This announcement is not a prospectus but an advertisement and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.
Neither the content of NCC Group's website nor any website accessible by hyperlinks to NCC Group's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus and any other documentation associated with the Acquisition and/or Issue into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, Australia, South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The New Ordinary Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Restricted Jurisdictions and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Restricted Jurisdictions except pursuant to an applicable exemption from registration or qualification requirements. Neither this announcement, the Prospectus nor the Application Form is or constitutes an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares in the United States, Canada, Japan, Australia, South Africa or any jurisdiction in which such offer or solicitation is unlawful.
Subject to certain exceptions, neither this announcement, the Prospectus nor the Application Form will be distributed in or into any Restricted Jurisdiction, and neither this announcement, the Prospectus nor the Application Form constitutes a public offer of New Ordinary Shares to any person with a registered address in, or who is resident or located in (as applicable), any Restricted Jurisdiction.
The New Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, directly or indirectly, into or within the United States, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
None of the securities referred to in this announcement or the Prospectus have been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this announcement or the Prospectus. Any representation to the contrary is a criminal offence in the United States.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares.
This announcement has been issued by, and is the sole responsibility of, NCC Group. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by NCC Group or Peel Hunt. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of NCC Group since the date of this announcement or that the information contained in it is correct at any subsequent date.
Peel Hunt, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the FCA. Peel Hunt is acting as sponsor, corporate broker and joint financial adviser to NCC Group and no one else in connection with the matters set out in this announcement and the Prospectus and will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the matters in this announcement and the Prospectus and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Peel Hunt, or for providing advice in relation to any matter referred to in this announcement and the Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Peel Hunt accepts no responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with NCC Group or the New Ordinary Shares, the Acquisition or the Issue, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of NCC Group for the current or future financial years would necessarily match or exceed the historical published earnings per share of NCC Group.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, NCC Group's results of operations, financial condition, liquidity, prospects, growth, strategies and NCC Group's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to NCC Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the Listing Rules the Prospectus Rules and the Disclosure and Transparency Rules, NCC Group undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.
This announcement should not be considered a recommendation by NCC Group or Peel Hunt or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and the Prospectus and the information incorporated by reference therein in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY NCC GROUP PLC DATED 24 NOVEMBER 2015.
PLEASE SEE THE IMPORTANT NOTICE CONTAINED IN THIS ANNOUNCEMENT.
Introduction
NCC Group plc (LSE: NCC or "NCC Group"), the international, independent provider of Escrow, Assurance and Domain Services, announces the Issue, through the Firm Placing and Placing and Open Offer, to raise approximately £126.3 million (gross).
The net proceeds of the Issue will be used principally to finance the acquisition of the Fox Group. The consideration payable under the terms of the Acquisition Agreement is to be satisfied as to approximately €108.25 million in cash on Completion (subject to a completion accounts adjustment mechanism), €10 million in cash and €2.5 million in NCC Group Ordinary Shares on the first anniversary of Completion, and €10 million in cash and €2.5 million in NCC Group Ordinary Shares on the second anniversary of Completion.
The Firm Placing is being undertaken pursuant to existing Shareholder authorities to allot new NCC Group Ordinary Shares and is not subject to a Shareholder vote. NCC Group will use the proceeds of the Firm Placing, combined with a drawdown under the New Facilities, to complete the Acquisition. The Firm Placing will use up substantially all of the existing Shareholder authorities to allot new NCC Group Ordinary Shares on a non pre-emptive basis. The Resolutions to be proposed at the General Meeting will, if passed by Shareholders, provide sufficient new Shareholder authorities to allot new NCC Group Ordinary Shares in relation to the Placing and Open Offer. The proceeds from the Placing and Open Offer, which is subject to Shareholder approval, will subsequently be used to reduce the Group's overall net debt position and to fund the Group's future growth strategy, including potential acquisitions.
The Issue Price of 275 pence per New Ordinary Share represents an effective 3.9 per cent. discount to the Closing Price of 286.25 pence per NCC Group Ordinary Share on 23 November 2015 (being the last Business Day before the date of this announcement).
Background to, and reasons for, the Acquisition
The Board believes there is a strong strategic rationale for combining NCC Group and the Fox Group as the Fox Group will make a major contribution to NCC Group's strategy of seeking to become the leading player in the expanding global cyber security market.
The Fox Group has a strong reputation and brand with a client base that includes government security departments and global organisations.
The acquisition of the Fox Group will enable the Group to secure a substantial cyber security business which provides contextual security analysis, advanced threat intelligence and online fraud detection, in addition to supplementing the Group's security consulting business.
The Acquisition comes at a time when organisations globally are beginning to appreciate that they need to be proactive, not reactive, in dealing with cyber security.
The Fox Group's High Assurance division will allow the Group to diversify into an area of complementary services and products, including high end cryptography and security products such as those used by military forces and industrial control systems deployed in the protection of strategic infrastructure.
The Group's existing capabilities will also be strengthened in its Cyber Defence Operations team, professional services and red teaming in particular.
The Fox Group's intellectual property rights, products and service lines are complementary to the Group's existing offering, enabling the Group to offer a further suite of products and solutions to its existing client base that includes many global companies from a broad range of sectors. In addition, the Fox Group's own customer base would benefit from the broader range of solutions and greater geographical coverage offered to them by the Enlarged Group and the Group's knowledge and expertise in exploring new markets and diversifying its customer and product portfolio.
Acquiring and retaining talented people remains key to NCC Group's success and one of the key benefits it has gained through its corporate acquisition programme is the addition of quality management teams and staff with outstanding technical abilities. NCC Group is impressed with the quality, experience and professionalism of the Fox Group's staff and management team and believes that they will fit well within the wider culture and ethos of the Group.
NCC Group expects the Acquisition to be earnings enhancing over the medium term, before taking into account any revenue synergies.
Summary information on Fox and the Fox Group
Overview
The Fox Group is a leading provider of high-end cyber security solutions comprising of cyber security products, managed security services, advanced threat intelligence, forensics and incident response, 'Sovereign Cryptography' and professional services.
The business is headquartered in Delft, the Netherlands, but has a presence through a growing number of partners in more than 30 countries. Its customers include government agencies, national defence bodies and energy, utility, financial services, healthcare and telecommunications companies amongst others.
The Fox Group is organised into three business divisions:
· Advanced Threat Protection - this division provides a wide range of strategic security consulting services, threat intelligence driven managed security services, a managed security services platform for end-point protection and supporting products;
· Threat Intelligence and Web/Mobile Event Analytics - this division focuses on actionable threat intelligence delivered as a hosted subscription and web portal primarily to large global banks and retailers. The Web/Mobile Event detection solution offers real-time behavioural analytics, event detection and threat mitigation in the web/mobile transaction layer; and
· High Assurance Services and Secure Infrastructure - this division provides classified tactical deployment and security operations support. It also provides mission-critical cryptology and encryption management solutions.
Financial / Operational
For the year ended 31 December 2014, the Fox Group had an average number of employees of 170 and gross assets of €17.5 million (this gross assets figure is audited and has been prepared in accordance with Dutch GAAP).
The following table provides a history of the Fox Group's financial results (prepared in accordance with US GAAP):
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Year ended 31 December 2012 (€m) |
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Year ended 31 December 2013 (€m) |
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Year ended 31 December 2014 (€m) |
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Advanced Threat Protection division revenue |
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7.4 |
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10.3 |
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11.6 |
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Threat Intelligent and Web/Mobile Event Analytics division revenue |
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1.6 |
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2.8 |
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3.4 |
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High Assurance Services and Secure Infrastructure division revenue |
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5.5 |
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7.2 |
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9.6 |
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Other revenue |
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0.8 |
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0.3 |
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- |
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Total revenue |
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15.3 |
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20.6 |
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24.6 |
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Profit before tax |
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1.1 |
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1.1 |
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3.2 |
Overview of the Fox Group's market
The Fox Group operates in the cyber security market. The Directors believe this market is rapidly changing, driven by a constantly evolving threat landscape, and therefore presents a large, growing market opportunity. The Directors believe there are several trends developing within the cyber security market which the Fox Group is well positioned to address. Advanced persistent threats are driving security spending, with a focus on threat intelligence and 'big data' security analytics beyond traditional security information and event management.
Advanced persistent threats are becoming increasingly difficult to detect and traditional security information and event management systems are increasingly struggling to deal with them. The threat intelligence market is emerging to augment the traditional security information and event managements-based architecture and instead customised, contextual, real-time threat intelligence is increasingly required to realise the true value of intelligence. Big data security analytics, including statistical and user behaviour analysis, provide real-time answers where security information and event management systems increasingly struggle.
There is a growing demand for managed security services driven by:
· a significant dearth of qualified security services talent and therefore organisations are struggling to recruit;
· a desire to consolidate disparate security technologies and applications which have been adopted to respond to various cyber threats and demand external expertise to deploy, monitor and manage;
· increasingly stringent compliance requirements which have increased the costs of compliance. Managed security services providers reduce the costs of meeting these requirements; and
· an increase in cloud migration and adoption of cloud-based IT services, which organisations demand greater security and visibility into and which the managed security service model is best suited to manage.
A local presence is an increasingly key customer requirement and therefore global organisations require a managed security service provider with a presence in multiple regions. Local data residency and privacy regulations strengthen this requirement.
The Fox Group has grown significantly in recent years and has scaled operationally to allow for this growth to continue into the future:
· In the Advanced Threat Protection division there are three revenue streams, each expecting future revenue growth. Growth in professional services revenue is expected to be driven by renewal of key customers, continuation of contract win trajectory and new products; growth in managed services revenue is expected to be driven by recurring contracts and the expansion of the sales team; subscription revenues are expected to be driven by new products, with the majority of sales expected to come through the partner channel pipeline.
· In the Web/Mobile Event Analytics division the revenue stream is managed services and growth in this revenue stream is expected to be driven by recurring contracts and the expansion of the sales team.
· The High Assurance division has two revenue streams: professional services revenue is expected to drop in 2016, stabilising in 2017 and this is driven by the phasing of service provision from previous large contract wins; product and support revenue is expected to grow post completion of the current large High Assurance projects where ongoing support will be required, and from the sale of new products.
Management and employees
The local management team is led by Menno van der Marel, Ronald Prins and Jurjen Harskamp, who have deep industry knowledge and remain committed to the business. The Board attaches great importance to the skills and experience of the management and employees of the Fox Group and believes that they will be an important factor in the success of the Enlarged Group.
Financing the Acquisition and use of proceeds of the Issue
NCC Group proposes to fund the Acquisition through a combination of:
· the proceeds of the Firm Placing of 22,949,986 New Ordinary Shares at an Issue Price of 275 pence per New Ordinary Share, being approximately £63.1 million (gross); and
· drawing down under the New Facilities.
Subsequently, NCC Group proposes to use part of the proceeds of the Placing and Open Offer of 22,986,307 New Ordinary Shares at an Issue Price of 275 pence per New Ordinary Share, which will raise approximately £63.2 million (gross), to reduce the Group's overall net debt position and to fund the Group's future growth strategy, including potential acquisitions.
Principal terms of the Firm Placing and the Placing and Open Offer
Background
NCC Group intends to raise £126.3 million (gross) by way of the Firm Placing of 22,949,986 New Ordinary Shares to certain new and existing institutional investors and the Placing and Open Offer of 22,986,307 New Ordinary Shares, each at an Issue Price of 275 pence per New Ordinary Share. The New Ordinary Shares will represent, in aggregate, 16.7 per cent. of the Enlarged Issued Share Capital. Peel Hunt, as agent of NCC Group, has conditionally placed the New Ordinary Shares at the Issue Price pursuant to the Underwriting Agreement.
All elements of the Issue have the same Issue Price. The Issue Price of 275 pence per New Ordinary Share represents an effective 3.9 per cent. discount to the Closing Price of 286.25 pence per NCC Group Ordinary Share on 23 November 2015 (being the last Business Day before the date of this announcement).
The Issue is being fully underwritten by Peel Hunt, subject to certain conditions.
The Firm Placed Shares and the Placed Shares may be offered (a) to certain institutional and qualified professional investors in the United Kingdom and elsewhere, and (b) in the United States only to investors who are "qualified institutional buyers" or "QIBs" (as defined under Rule 144A under the US Securities Act) directly by NCC Group in reliance on an exemption from the registration requirements of the US Securities Act provided under Section 4(a)(2) under the US Securities Act or otherwise in transactions exempt from, or not subject to, the registration requirements under the US Securities Act. The Firm Placed Shares and the Placed Shares are being offered and sold outside the United States in reliance on Regulation S.
Firm Placing
Peel Hunt, as agent of NCC Group, has conditionally placed the Firm Placed Shares at the Issue Price to raise gross proceeds of approximately £63.1 million pursuant to the Underwriting Agreement. The Firm Placed Shares represent approximately 50 per cent. of the New Ordinary Shares and have been placed with institutional and other investors. The Firm Placed Shares are not subject to clawback.
Placing and Open Offer
The Directors recognise the importance of pre-emption rights to Shareholders and consequently 22,986,307 Open Offer Shares are being offered to existing Shareholders by way of the Open Offer. The Open Offer provides Qualifying Shareholders with an opportunity to participate in the Issue by subscribing for their respective Open Offer Entitlements.
As part of the Placing and Open Offer, the Open Offer Shares are being conditionally allocated to Placees who have agreed to subscribe for the Placed Shares. The Placed Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.
Subject to the fulfilment of certain conditions, Qualifying Shareholders are being given the opportunity to subscribe, at the Issue Price, for Open Offer Shares on the following basis:
1 Open Offer Share for every 10 Existing Ordinary Shares
held by Qualifying Shareholders and registered in their name at the close of business on the Record Date.
Open Offer Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated and will be disregarded.
Important notice
The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any New Ordinary Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be placed with Placees pursuant to the Underwriting Agreement, and the net proceeds will be retained, for the benefit of NCC Group.
General
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares. The Issue is not being made to Overseas Shareholders in Restricted Jurisdictions. Subject to certain limited exceptions at the discretion of NCC Group, Shareholders with addresses in the Restricted Jurisdictions are non-Qualifying Shareholders and may not participate in the Open Offer.
Related party transactions
Mawer Investment Management is currently interested in approximately 12.4 per cent. of NCC Group's issued share capital and is therefore deemed a substantial shareholder of NCC Group for the purposes of the Listing Rules. As part of the Issue, Mawer Investment Management has conditionally subscribed for 5,454,463 New Ordinary Shares at the Issue Price, amounting to approximately £15.0 million at the Issue Price. Mawer Investment Management's participation in the Issue therefore constitutes a smaller related party transaction pursuant to Listing Rule 11.1.10R.
New Facilities
On 20 November 2015, NCC Group and certain other companies in the Group entered into the New Facilities Agreement relating to the Group's new borrowing facilities provided by the New Facilities Lenders.
Listing, dealings and settlement of the New Ordinary Shares
Application has been made to the UK Listing Authority for 22,949,986 Firm Placed Shares to be admitted to the premium listing segment of the Official List and has been made to the London Stock Exchange for 22,949,986 Firm Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
It is expected that Firm Placing Admission will become effective, and that dealings for normal settlement in the Firm Placed Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) today, 24 November 2015.
Application will be made to the UK Listing Authority for 22,986,307 Placing and Open Offer Shares to be admitted to the premium listing segment of the Official List and will be made to the London Stock Exchange for 22,986,307 Placing and Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
Subject to the conditions to the Placing and Open Offer having been satisfied (or, if applicable, waived), it is expected that Placing and Open Offer Admission will become effective, and that dealings for normal settlement in the Placed Shares and the Open Offer Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 18 December 2015.
The Existing Ordinary Shares are already admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and to CREST. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares. It is expected that all of the New Ordinary Shares will be capable of being held and transferred by means of CREST. The New Ordinary Shares will trade under ISIN GB00B01QGK86.
Prospectus
Subject to approval by the Financial Conduct Authority, a prospectus setting out further details of the Acquisition and the Issue (including certain risk factors and actions to be taken by Shareholders) is expected to be published by NCC Group on 24 November 2015 (the "Prospectus"). A copy of the Prospectus will be available, once published, on NCC Group's website at www.nccgroup.trust.
Expected timetable of principal events
Please note this timetable remains subject to change
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Record Date for entitlements under the Open Offer |
6.00 p.m. on 20 November 2015 |
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Publication and posting of Prospectus and Notice of General Meeting, Form of Proxy and Application Form |
24 November 2015 |
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Announcement of the Firm Placing, the Placing and Open Offer and the Acquisition |
7.00 a.m. on 24 November 2015 |
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Firm Placing Admission and commencement of dealings in the Firm Placed Shares on the main market of the London Stock Exchange |
as soon as possible after 8.00 a.m. on 24 November 2015 |
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Ex-entitlement date for the Open Offer |
25 November 2015 |
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Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST |
as soon as possible after 8.00 a.m. on 25 November 2015 |
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Announcement of completion of the Acquisition |
27 November 2015 |
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Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST |
4.30 p.m. on 8 December 2015
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Latest time and date for depositing Open Offer Entitlements into CREST |
3.00 p.m. on 9 December 2015 |
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Latest time and date for splitting of Application Forms (to satisfy bona fide market claims) |
3.00 p.m. on 10 December 2015 |
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Latest time and date for receipt of Forms of Proxy and receipt of electronic proxy appointments via the CREST system |
11.00 a.m. on 14 December 2015 |
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Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction |
11.00 a.m. on 14 December 2015 |
|
General Meeting |
11.00 a.m. on 16 December 2015 |
|
Announcement of the results of the Placing and Open Offer |
7.00 a.m. on 17 December 2015 |
|
Placing and Open Offer Admission and commencement of dealings in the Placed Shares and Open Offer Shares on the main market of the London Stock Exchange |
as soon as possible after 8.00 a.m. on 18 December 2015 |
|
CREST Members' accounts credited in respect of Placed Shares and Open Offer Shares in uncertificated form |
as soon as possible after 8.00 a.m. on 18 December 2015 |
|
Dispatch of definitive share certificates for Placed Shares and Open Offer Shares in certificated form |
by no later than 8 January 2016 |
APPENDIX I - TERMS AND CONDITIONS OF THE FIRM PLACING AND PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING OR THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED PLACEES AS DEFINED IN SECTION 86(7) OF THE FSMA, AS AMENDED (''QUALIFIED PLACEES''), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE; (B) IN THE UNITED KINGDOM, QUALIFIED PLACEES WHO ARE PERSONS WHO: (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ''ORDER''); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ''RELEVANT PERSONS''). THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
Furthermore, the Firm Placed Shares and the Placed Shares may not be offered or sold in the United States absent (A) registration under the US Securities Act or (B) an available exemption from registration under the US Securities Act. The Firm Placed Shares and the Placed Shares have not been, and will not be, registered under the US Securities Act and will be offered only (A) to investors located outside of the United States in "offshore transactions" as defined in and in accordance with Regulation S, or (B) within the United States to a limited number of QIBs in transactions exempt from, or not subject to, the registration requirements under the US Securities Act.
1 Introduction
These terms and conditions apply to persons subscribing for Firm Placed Shares under the Firm Placing and Placed Shares under the Placing. Each person to whom these terms and conditions apply, as described above, who makes an offer to Peel Hunt, as agent for NCC Group, (whether orally or in writing) to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing agrees that these terms and conditions are the terms and conditions upon which the Firm Placed Shares will be issued under the Firm Placing and upon which the Placed Shares will be issued under the Placing. A Firm Placee and/or Placee shall, without limitation, become so bound if Peel Hunt accepts such offer by confirming to such Firm Placee and/or Placee: (i) the Issue Price; and (ii) the number of Firm Placed Shares and/or Placed Shares to be allotted to them.
Upon being notified of the Issue Price and the number of Firm Placed Shares and/or Placed Shares to be allotted to them, a Firm Placee and/or Placee shall be contractually committed to acquire from NCC Group the number of Firm Placed Shares and/or Placed Shares to be alloted to them at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.
The commitments of the Placee to subscribe for the number of Placed Shares allotted to them is subject to the right of NCC Group to recall any or all of such Placed Shares in order to satisfy valid applications by Qualifying Shareholders under the Open Offer. The number of Placed Shares to be clawed back from Placees will be calculated pro rata to each Placees' commitment to subscribe for Placed Shares.
NCC Group has undertaken that the Firm Placed Shares and the Placed Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, and will have the same rights and restrictions as each Existing Ordinary Share, including in respect of any dividends or distributions paid in respect of the NCC Group Ordinary Shares following Admission.
2 Agreement to acquire Firm Placed Shares and/or Placed Shares
Firm Placed Shares
Conditional on, inter alia:
· the Acquisition Agreement having been executed and there being no ability for the Sellers to terminate the Acquisition Agreement;
· Firm Placing Admission becoming effective by not later than 8.00 a.m. on 24 November 2015,
the relevant Firm Placee agrees to become a member of NCC Group and agrees to acquire Firm Placed Shares at the Issue Price. The number of Firm Placed Shares to be acquired by such Firm Placee under the Firm Placing shall be in accordance with the arrangements described above.
Placed Shares
Conditional on, inter alia:
· the Underwriting Agreement becoming unconditional in all respects;
· the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
· the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
· there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
· there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
· Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016),
the relevant Placee agrees to become a member of NCC Group and agrees to acquire Placed Shares at the Issue Price. The number of Placed Shares to be acquired by such Placee under the Placing shall be in accordance with the arrangements described above.
3 Payment for Firm Placed Shares and/or Placed Shares
Each Firm Placee and/or Placee undertakes to pay the Issue Price for the Firm Placed Shares and/or Placed Shares acquired by such Firm Placee and/or Placee in such manner as shall be directed by Peel Hunt. In the event of any failure by a Firm Placee and/or Placee to pay as so directed by Peel Hunt, the relevant Firm Placee and/or Placee shall be deemed hereby to have appointed Peel Hunt or any nominee of Peel Hunt to sell (in one or more transactions) any or all of the Firm Placed Shares and/or Placed Shares in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand Peel Hunt in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.
4 Representations and warranties
By receiving the Prospectus (which term, for the purposes of this paragraph 4, shall extend to any placing proof provided to a Firm Placee or Placee by Peel Hunt), each Firm Placee and/or Placee and, to the extent applicable, any person confirming his agreement to acquire Firm Placed Shares and/or Placed Shares on behalf of a Firm Placee and/or Placee or authorising Peel Hunt to notify a Firm Placee and/or Placee's name to the Registrar, is deemed to acknowledge, agree, undertake, represent and warrant to Peel Hunt and NCC Group that:
· the Firm Placee and/or Placee has read the Prospectus in its entirety and acknowledges that its participation in the Firm Placing and/or Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions and the Articles. Such Firm Placee and/or Placee agrees that these terms and conditions and the contract note issued by Peel Hunt to such Firm Placee and/or Placee represent the whole and only agreement between the Firm Placee and/or Placee, Peel Hunt (as agent of NCC Group) and NCC Group in relation to the Firm Placee's and/or Placee's participation in the Firm Placing and/or Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. The Firm Placee and/or Placee agrees that none of NCC Group, Peel Hunt nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
· neither Peel Hunt nor any of its Associates nor any person acting on their behalf is responsible for or shall have any liability for any information, representation or statement contained in the Prospectus or any supplementary prospectus (as the case may be) or any information previously published by or on behalf of NCC Group or any member of the Group and will not be liable for any decision by a Firm Placee and/or Placee to participate in the Firm Placing and/or Placing based on any information, representation or statement contained in the Prospectus or otherwise;
· the Firm Placee and/or Placee acknowledges that the Firm Placed Shares and/or Placed Shares will be admitted to the Official List, and NCC Group is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively, the "Exchange Information"), which includes a description of the nature of NCC Group's business and NCC Group's most recent balance sheet and profit and loss account and that the Firm Placee and/or Placee is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
· the Firm Placee and/or Placee has not relied on Peel Hunt nor any of its Associates in connection with any investigation of the accuracy of any information contained in the Prospectus or their decision to subscribe;
· in agreeing to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing, the Firm Placee and/or Placee is relying on the Prospectus or any supplementary prospectus (as the case may be) and not on any draft thereof or other information or representation concerning the Group, the Firm Placing, the Placing, the Firm Placed Shares or the Placed Shares. Such Firm Placee and/or Placee agrees that neither NCC Group nor Peel Hunt nor their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
· Peel Hunt are not making any recommendations to Firm Placees and/or Placees or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Firm Placing and/or Placing, and each Firm Placee and/or Placee acknowledges that participation in the Firm Placing and/or Placing is on the basis that it is not and will not be a client of Peel Hunt and that Peel Hunt are acting for NCC Group and no one else, and they will not be responsible to anyone else for the protections afforded to their respective clients, and that Peel Hunt will not be responsible for anyone other than NCC Group for providing advice in relation to the Firm Placee and/or Placing, the contents of the Prospectus or any transaction, arrangements or other matters referred to herein. Peel Hunt will not be responsible for anyone other than the relevant party to the Underwriting Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Underwriting Agreement or for the exercise or performance of Peel Hunt's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
· save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Peel Hunt nor any of their directors or employees shall be liable to a Firm Placee and/or Placee for any matter arising out of the role of Peel Hunt as NCC Group's sponsor, broker or otherwise, and that where any such liability nevertheless arises as a matter of law each Firm Placee and/or Placee will immediately waive any claim against Peel Hunt and any of their respective directors and employees which a Firm Placee and/or Placee may have in respect thereof;
· if the laws of any place outside the United Kingdom are applicable to the Firm Placee and/or Placee's agreement to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing, such Firm Placee and/or Placee has complied with all applicable laws and such Firm Placee and/or Placee will not infringe any applicable law as a result of such Firm Placee and/or Placee's agreement to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing and/or acceptance thereof or any actions arising from such Firm Placee and/or Placee's rights and obligations under the Firm Placee and/or Placee's agreement to acquire Firm Placed Shares and/or Placed Shares under the Firm Placing and/or Placing and/or acceptance thereof or under the Articles;
· all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Firm Placee and/or Placee to exercise its rights and perform and comply with its obligations to acquire the Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Firm Placee's and/or Placee's exercise of its rights and/or performance under, or compliance with its obligations under the Firm Placing and/or Placing, does not and will not violate: (a) its constitutive documents; or (b) any agreement to which the Firm Placee and/or Placee is a party or which is binding on the Firm Placee and/or Placee or its assets;
· the Firm Placee and/or Placee agrees to accept the Firm Placed Shares and/or Placed Shares subject to, and to comply with, the Articles.
· if the Firm Placee and/or Placee is a resident in the European Economic Area, it is a qualified investor within the meaning of the law in the Relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive (Directive 2003/71/EC);
· it understands that no action has been or will be taken in any jurisdiction by NCC Group, Peel Hunt or any other person that would permit a Firm Placing of the Firm Placed Shares and/or Placing of the Placed Shares, or possession or distribution of the Prospectus, in any country or jurisdiction where action for that purpose is required; and that, if the Firm Placee and/or Placee is in a Relevant Member State, it is: (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legal entity which has two or more of: (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43,000,000; and (c) an annual net turnover of more than €50,000,000, in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered Firm Placed Shares and/or Placed Shares in circumstances which do not require the publication by NCC Group of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws; or (iv) in the case of any Firm Placed Shares and/or Placed Shares acquired by a Firm Placee and/or Placee as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, either:
o the Firm Placed Shares and/or Placed Shares acquired by it in the Firm Placing and/or Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Rules, or in circumstances in which the prior consent of Peel Hunt has been given to the placing or resale; or
o where Firm Placed Shares and/or Placed Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the firm placing of those Firm Placed Shares and/or placing of those Placed Shares to it is not treated under the Prospectus Rules as having been made to such persons;
· to the fullest extent permitted by law, the Firm Placee and/or Placee acknowledges and agrees to the disclaimers contained in the Prospectus and acknowledges and agrees to comply with the selling restrictions set out in the Prospectus;
· the Firm Placed Shares and/or Placed Shares may not be offered or sold in the United States absent (i) registration under the US Securities Act or (ii) an available exemption from registration under the US Securities Act. The Firm Placed Shares and the Placed Shares have not been, and will not be, registered under the US Securities Act and will not be offered to the public in the United States. The Firm Placed Shares and the Placed Shares have not been and will not be registered under the securities legislation of, or with any securities regulatory authority of, any other Restricted Jurisdiction;
· the Firm Placee and/or Placee is, and at the time the Firm Placed Shares and/or Placed Shares are acquired will be, either (a) located outside of the United States and eligible to participate in an ''offshore transaction'' as defined in and in accordance with Regulation S, or (b) located within the United States and a QIB that is acquiring the Firm Placed Shares and/or Placed Shares in a transaction that is exempt from the registration requirements under the US Securities Act for its own account (or for the account of a QIB as to which it has sole investment discretion);
· the Firm Placee and/or Placee is not acquiring the Firm Placed Shares and/or Placed Shares as a result of any ''directed selling efforts'' as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the US Securities Act);
· if it is acquiring the Firm Placed Shares and/or Placed Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
· the Firm Placee and/or Placee is acquiring the Firm Placed Shares and/or Placed Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Firm Placed Shares and/or Placed Shares in violation of the US Securities Act or any other United States federal or applicable state securities laws;
· NCC Group, and any registrar or other agent of NCC Group, will not be required to accept the registration of transfer of any Firm Placed Shares and/or Placed Shares acquired by the Firm Placee and/or Placee, except upon presentation of evidence satisfactory to NCC Group that the foregoing restrictions on transfer have been complied with;
· the Firm Placee and/or Placee invests in or purchases securities similar to the Firm Placed Shares and/or Placed Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Firm Placed Shares and/or Placed Shares;
· the Firm Placee and/or Placee has conducted its own investigation with respect to NCC Group and the Firm Placed Shares and/or Placed Shares, and the Firm Placee and/or Placee has concluded that an investment in the Firm Placed Shares and/or Placed Shares is suitable for it or, where the Firm Placee and/or Placee is not acting as principal, for any beneficial owner of the Firm Placed Shares and/or Placed Shares, based upon each such person's investment objectives and financial requirements;
· the Firm Placee and/or Placee or, where the Firm Placee and/or Placee is not acting as principal, any beneficial owner of the Firm Placed Shares and/or Placed Shares, is able to bear the economic risk of an investment in the Firm Placed Shares and/or Placed Shares for an indefinite period and the loss of its entire investment in the Firm Placed Shares and/or Placed Shares;
· the Firm Placee and/or Placee is not a resident of a Restricted Jurisdiction and acknowledges that the Firm Placed Shares and/or Placed Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Firm Placed Shares and/or Placed Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, the Firm Placed Shares and/or Placed Shares may not be issued in those Restricted Jurisdictions;
· the Firm Placee and/or Placee is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Firm Placed Shares and/or Placed Shares or the agreement by it to acquire any Firm Placed Shares and/or Placed Shares;
· in the case of a person who confirms to Peel Hunt on behalf of a Firm Placee and/or Placee an offer to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing and/or who authorises Peel Hunt to notify such Firm Placee and/or Placee's name to the Registrar, that person represents and warrants that he has authority to do so on behalf of the Firm Placee and/or Placee;
· the Firm Placee and/or Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 and any other applicable law concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations 2007 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Firm Placed Shares and/or Placed Shares comprising the Firm Placee and/or Placee's allocation may be retained at Peel Hunt's discretion;
· the Firm Placee and/or Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Peel Hunt and/or NCC Group may require proof of identity of the Firm Placee and/or Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Firm Placee and/or Placee to produce any information required for verification purposes, Peel Hunt and/or NCC Group may refuse to accept the application and the moneys relating thereto. It holds harmless and will indemnify Peel Hunt and/or NCC Group against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
· the Firm Placee and/or Placee acknowledges that any money held in an account with Peel Hunt on behalf of the Firm Placee and/or Placee and/or any person acting on behalf of the Firm Placee and/or Placee will not be treated as client money within the meaning of the rules and regulations of the FCA. The Firm Placee and/or Placee further acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of its own business; and the Firm Placee and/or Placee will rank only as a general creditor of Peel Hunt;
· the Firm Placee and/or Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);
· the Firm Placee and/or Placee has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by the Firm Placee and/or Placee in relation to the Firm Placing and/or Placing in, from or otherwise involving the UK;
· if the Firm Placee and/or Placee is in the UK, the Firm Placee and/or Placee is a person: (i) who has professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended or replaced) (the "Order"); or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the FCA Conduct of Business Rules;
· if the Firm Placee and/or Placee is in the EEA, the person is a ''Professional Client/Eligible Counterparty'' within the meaning of Annex II/Article 24 (2) of MiFID and is not participating in the Firm Placing and/or Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Firm Placee and/or Placee has authority to make decisions on a wholly discretionary basis;
· each Firm Placee and/or Placee in a relevant member state of the EEA who acquires any Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of Peel Hunt and NCC Group that: (i) it is a qualified Firm Placee and/or Placee within the meaning of the law in that relevant member state implementing Article 2(1) of the Prospectus Directive; and (ii) in the case of any Firm Placed Shares and/or Placed Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (A) the Firm Placed Shares and/or Placed Shares acquired by it in the Firm Placing and/or Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any relevant member state other than qualified Placees, as that term is defined in the Prospectus Directive, or in other circumstances falling within Article 3(2) of the Prospectus Directive and the prior consent of Peel Hunt has been given to the placing or resale; or (B) where Firm Placed Shares and/or Placed Shares have been acquired by it on behalf of persons in any relevant member state other than qualified Placees, the Firm Placing of those Firm Placed Shares and/or Placing of those Placed Shares to it is not treated under the Prospectus Directive as having been made to such persons;
· in the case of a person who confirms to Peel Hunt on behalf of a Firm Placee and/or Placee an offer to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Firm Placee and/or Placee (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;
· the exercise by Peel Hunt of any rights or discretions under the Underwriting Agreement shall be within their absolute discretion and Peel Hunt need not have any reference to any Firm Placee and/or Placee and shall have no liability to any Firm Placee and/or Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Firm Placee and/or Placee agrees that it shall have no rights against Peel Hunt or any of their directors or employees under the Underwriting Agreement;
· the Firm Placee and/or Placee has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Firm Placed Shares and/or the Placed Shares (as applicable) in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
· it irrevocably appoints any director of Peel Hunt as its agent for the purposes of executing and delivering to NCC Group and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Firm Placed Shares and/or Placed Shares agreed to be taken up by it under the Firm Placing and/or Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Firm Placed Shares and/or Placed Shares in the event of its failure so to do;
· it will indemnify and hold NCC Group, Peel Hunt and their respective Associates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix I and further agrees that the provisions of this Appendix I will survive after completion of the Firm Placing and Placing;
· Peel Hunt may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Firm Placed Shares and/or Placed Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, Peel Hunt will not make any public disclosure in relation to such transactions; and
· Peel Hunt and each of their respective affiliates, each acting as a Firm Placee and/or Placee for its or their own account(s), may bid or subscribe for and/or purchase Firm Placed Shares and/or Placed Shares and, in that capacity, may retain, purchase, placing to sell or otherwise deal for its or their own account(s) in the Firm Placed Shares and/or Placed Shares, any other securities of NCC Group or other related investments in connection with the Firm Placing and/or Placing or otherwise. Accordingly, references in the Prospectus to the Firm Placed Shares and/or Placed Shares being issued, subscribed, acquired or otherwise dealt with should be read as including any issue, subscription, acquisition or dealing by Peel Hunt and/or any of their respective affiliates, acting as a Firm Placee and/or Placee for its or their own account(s). Neither Peel Hunt nor NCC Group intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.
NCC Group and Peel Hunt will rely upon the truth and accuracy of each of the foregoing agreements, representations, warranties and undertakings.
5 Representations, warranties and selling and transfer restrictions relating to the United States
The Prospectus is not an offer of securities for sale in the United States. The New Ordinary Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of or under the applicable securities laws or regulations of any state or other jurisdiction of the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. The Firm Placed Shares and the Placed Shares may be offered and sold only (a) in the United States to persons that are reasonably believed to be QIBs, as defined in Rule 144A of the US Securities Act, in transactions exempt from, or not subject to, the registration requirements under the US Securities Act, and (b) outside the United States in "offshore transactions" within the meaning of and in reliance on Regulation S.
In addition, until 40 days after the commencement of the Open Offer, any offer or sale of NCC Group Ordinary Shares within the United States by any dealer (whether or not participating in the Open Offer) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with Regulation S or another available exemption from registration under the US Securities Act.
Each purchaser of Firm Placed Shares and the Placed Shares within the United States, by accepting delivery of the Prospectus, will be deemed to have represented, agreed and acknowledged that it has received a copy of the Prospectus and such other information as it deems necessary to make an investment decision and that:
· the Firm Placed Shares and/or Placed Shares may not be offered or sold in the United States absent (i) registration under the US Securities Act or (ii) an available exemption from registration under the US Securities Act. The Firm Placed Shares and the Placed Shares have not been, and will not be, registered under the US Securities Act and will not be offered to the public in the United States. The Firm Placed Shares and the Placed Shares have not been and will not be registered under the securities legislation of, or with any securities regulatory authority of, any other Restricted Jurisdiction;
· the Firm Placee and/or Placee is, and at the time the Firm Placed Shares and/or Placed Shares are acquired will be, either (a) located outside of the United States and eligible to participate in an ''offshore transaction'' as defined in and in accordance with Regulation S, or (b) located within the United States and a QIB that is acquiring the Firm Placed Shares and/or Placed Shares in a transaction that is exempt from the registration requirements under the US Securities Act for its own account (or for the account of a QIB as to which it has sole investment discretion);
· the Firm Placee and/or Placee is not acquiring the Firm Placed Shares and/or Placed Shares as a result of any ''directed selling efforts'' as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the US Securities Act);
· if it is acquiring the Firm Placed Shares and/or Placed Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
· the Firm Placee and/or Placee is acquiring the Firm Placed Shares and/or Placed Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Firm Placed Shares and/or Placed Shares in violation of the US Securities Act or any other United States federal or applicable state securities laws;
· it understands that the Firm Placed Shares and the Placed Shares are being offered and sold in the United States only in a transaction not involving any public offering within the meaning of the US Securities Act and that the Firm Placed Shares and the Placed Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred except: (i) to a person that the seller and any person acting on its behalf believe is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A of the US Securities Act, or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; (ii) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S; (iii) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder (if available); or (iv) pursuant to an effective registration statement under the US Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. It further (A) understands that the Firm Placed Shares and the Placed Shares may not be deposited into any unrestricted depositary receipt facility in respect of the Firm Placed Shares and the Placed Shares established or maintained by a depositary bank; (B) acknowledges that the Firm Placed Shares and the Placed Shares (whether in physical certificated form or in uncertificated form held in CREST) are ''restricted securities'' within the meaning of Rule 144(a)(3) under the US Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 of the US Securities Act for resales of the Firm Placed Shares and the Placed Shares; and (C) understands that NCC Group may not recognise any offer, sale, resale, pledge or other transfer of the Firm Placed Shares and the Placed Shares made other than in compliance with the above-stated restrictions;
· it understands that the Firm Placed Shares and the Placed Shares (to the extent they are in certificated form), unless otherwise determined by NCC Group in accordance with applicable law, will bear a legend substantially to the following effect:
''THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT'') OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (''QIB'') WITHIN THE MEANING OF AND PURSUANT TO RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ANOTHER TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. BY ITS ACCEPTANCE OF THESE SECURITIES THE PURCHASER REPRESENTS THAT IT IS A QIB AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND THAT IT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF OTHER PURCHASERS WHO ARE QIBS. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THE ORDINARY SHARES REPRESENTED HEREBY. THE ORDINARY SHARES REPRESENTED HEREBY ARE ''RESTRICTED SECURITIES'' WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE SECURITIES ACT AND FOR SO LONG AS SUCH SHARES ARE ''RESTRICTED SECURITIES'', THEY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.''; and
· it represents that if, in the future, it offers, resells, pledges or otherwise transfers such Firm Placed Shares and/or the Placed Shares while they remain ''restricted securities'' within the meaning of Rule 144(a)(3) of the US Securities Act, it shall notify such subsequent transferee of the restrictions set out above.
NCC Group and Peel Hunt and their respective affiliates and others will rely on the truth and accuracy of the foregoing acknowledgements, representations and agreements.
6 Set-off
If a Firm Placee and/or Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder, it will be able to apply to subscribe for New Ordinary Shares under the terms of the Open Offer.
In circumstances where the Firm Placee and/or Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is entitled as a Qualifying Shareholder, it may request that the number of New Ordinary Shares it agreed to subscribe for under the Placing be reduced by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the number of New Ordinary Shares in its Open Offer Entitlements), provided always that Peel Hunt is satisfied that the Firm Placee and/or Placee has validly taken up and paid for the New Ordinary Shares under the Open Offer.
Further details of the Firm Placees' and/or Placees' rights to request set-off in this way are set out in the Settlement Instruction Form.
7 Supply and disclosure of information
If either of Peel Hunt or NCC Group or any of their respective agents request any information about a Firm Placee's and/or Placee's agreement to acquire Firm Placed Shares and/or Placed Shares, such Firm Placee and/or Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.
8 Miscellaneous
The rights and remedies of Peel Hunt and NCC Group under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them, and the exercise or partial exercise of one will not prevent the exercise of others.
On application, each Firm Placee and/or Placee may be asked to disclose, in writing or orally to Peel Hunt:
· if he is an individual, his nationality; or
· if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
All documents will be sent at the Firm Placee's and/or Placee's risk. They may be sent by post to such Firm Placee and/or Placee at an address notified to Peel Hunt.
Each Firm Placee and/or Placee agrees to be bound by the Articles (as amended from time to time) once the Firm Placed Shares and/or Placed Shares which such Firm Placee and/or Placee has agreed to acquire have been acquired by such Firm Placee and/or Placee.
The provisions of this Appendix I may be waived, varied or modified as regards specific Firm Placees and/or Placees or on a general basis by Peel Hunt, provided that such waiver, variation or modification is not materially prejudicial to the interests of NCC Group.
The contract to acquire Firm Placed Shares and/or Placed Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Peel Hunt and NCC Group, each Firm Placee and/or Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Firm Placee and/or Placee in any other jurisdiction.
In the case of a joint agreement to acquire Firm Placed Shares and/or Placed Shares, references to a "Firm Placee" and/or ''Placee'' in these terms and conditions are to each of such Firm Placees and/or Placees and such joint Firm Placees and/or Placees' liability is joint and several.
Peel Hunt and NCC Group each expressly reserve the right to modify the Firm Placing and/or Placing (including, without limitation, its timetable and settlement) at any time before allocations of Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing are settled.
The Firm Placing and Placing are subject to the satisfaction of the relevant conditions contained in the Underwriting Agreement and the Underwriting Agreement not having been terminated.
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
|
Acquisition |
means the proposed acquisition of the entire issued share capital of Fox by NCC Group (Solutions) pursuant to the Acquisition Agreement; |
|
Acquisition Agreement |
means the agreement dated 24 November 2015 between NCC Group (Solutions) and the Sellers for the acquisition of the entire issued share capital of Fox; |
|
Admission |
means the Firm Placing Admission and the Placing and Open Offer Admission and, where the context permits, each of them; |
|
Application Form |
means the application form accompanying the Prospectus on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer; |
|
Articles |
means the articles of association of NCC Group; |
|
Associates |
means in relation to any person, (i) the directors and employees (and LLP members if applicable) from time to time of that person, (ii) the subsidiaries and holding companies (if any) from time to time of such person, (iii) each of the subsidiaries of any such holding company from time to time and (iv) the directors and employees from time to time of any subsidiary or holding company which is itself an Associate, and for the purposes of this definition "subsidiaries" and "holding companies" shall have the meanings given in the Companies Act; |
|
Board |
means the board of directors of NCC Group; |
|
Business Day |
means any day (other than a Saturday, Sunday, public or bank holiday) on which banks generally are open for business in London (other than solely for settlement and trading in Euro); |
|
Closing Price |
means the closing middle market price of a NCC Group Ordinary Share as derived from the Daily Official List; |
|
Companies Act |
means the Companies Act 2006, as amended, modified, consolidated, re-enacted or replaced from time to time; |
|
Completion |
has the meaning given in the Acquisition Agreement; |
|
CREST |
means the system operated by Euroclear for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations; |
|
CREST Member |
means a person who has been admitted to Euroclear as a system-member (as defined in the CREST Regulations); |
|
Daily Official List |
means the daily official list of the London Stock Exchange; |
|
Directors |
means the directors of NCC Group at the date of this announcement; |
|
EEA |
means the European Economic Area; |
|
EEA State |
means a member state of the European Economic Area; |
|
Enlarged Group |
means the Group, including the Fox Group, following Completion of the Acquisition; |
|
Enlarged Issued Share Capital |
means the issued share capital of NCC Group at Placing and Open Offer Admission, as enlarged pursuant to the Issue; |
|
Equiniti |
means Equiniti Limited, incorporated in England and Wales with registered number 06226088; |
|
Euroclear |
means Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738; |
|
Ex-Entitlements Date |
means the date on which the Existing Ordinary Shares trade ex-entitlement to participate in the Open Offer; |
|
Existing Ordinary Shares |
means NCC Group Ordinary Shares in issue as at the date of this announcement; |
|
FCA |
means the UK Financial Conduct Authority; |
|
Financial Advisers |
means Peel Hunt LLP and Rickitt Mitchell & Partners Limited; |
|
Firm Placed Shares |
means NCC Group Ordinary Shares to be issued at the Issue Price by NCC Group pursuant to the Firm Placing; |
|
Firm Placees |
means any persons who have agreed to subscribe for the Firm Placed Shares pursuant to the Firm Placing; |
|
Firm Placing |
means the conditional placing of the Firm Placed Shares by Peel Hunt as agent for and on behalf of NCC Group pursuant to the terms of the Underwriting Agreement; |
|
Firm Placing Admission |
means admission of the Firm Placed Shares to the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards; |
|
Form of Proxy |
means the form of proxy relating to the General Meeting being sent to Shareholders with the Prospectus; |
|
Fox |
means Fox-IT Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated pursuant to the laws of the Netherlands, whose corporate seat is in Delft, the Netherlands and its principle place of business is at 2616 LM Delft, Olof Palmestraat 6, registered in the Dutch Chamber of Commerce under number 27301623; |
|
Fox Group |
means Fox and its subsidiary undertakings and, where the context permits, each of them; |
|
FSMA |
means the Financial Services and Markets Act 2000, as amended from time to time; |
|
General Meeting |
means the general meeting of NCC Group scheduled to be held on 16 December 2015, notice of which is set out at the end of the Prospectus, and any adjournment of such meeting; |
|
Group |
means NCC Group plc and its subsidiary undertakings and, where the context permits, each of them; |
|
ISIN |
means International Securities Identification Number; |
|
Issue |
means together, the Firm Placing and the Placing and Open Offer; |
|
Issue Price |
means 275 pence per New Ordinary Share; |
|
Listing Rules |
means the rules and regulations made by the FCA in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name; |
|
London Stock Exchange |
means London Stock Exchange plc; |
|
Material Adverse Effect |
means an adverse effect which Peel Hunt, acting reasonably and in good faith, considers to be of substantive materiality to the Group as a whole; and further to be such as to make it inadvisable to proceed with the Placing and Open Offer on the terms and in the manner contemplated in the Underwriting Agreement; |
|
MiFID |
means the Markets in Financial Instruments Directive of the European Parliament and of the Council 2004/39/EC; |
|
MR B.V. |
means MR B.V., a private company with limited liability incorporated pursuant to the laws of the Netherlands, whose corporate seat is in Delft, the Netherlands and its principle place of business is at 2616 LM Delft, Olof Palmestraat 6, registered in the Dutch Chamber of Commerce under number 27301591; |
|
NCC Group |
means NCC Group plc, a public limited company incorporated in England and Wales with company number 4627044 with its registered office at Manchester Technology Centre, Oxford Road, Manchester M1 7EF; |
|
NCC Group Ordinary Shares |
means ordinary shares of 1 pence each in the capital of NCC Group (including, if the context requires, the New Ordinary Shares); |
|
NCC Group (Solutions) |
means NCC Group (Solutions) Limited, a private limited company incorporated in England and Wales with company number 03742757 with its registered office at Manchester Technology Centre, Oxford Road, Manchester M1 7EF |
|
New Facilities |
means the facilities provided by the New Facilities Lenders to the Group pursuant to the New Facilities Agreement; |
|
New Facilities Agreement |
means the facilities agreement entered into on 20 November 2015 between NCC Group, certain other companies in the Group and the New Facilities Lenders relating to the New Facilities; |
|
New Facilities Lenders |
means Royal Bank of Scotland, HSBC Bank plc and Lloyds Bank plc; |
|
New Ordinary Shares |
means together, the Firm Placed Shares, the Placed Shares and the Open Offer Shares and, where the context requires, each of them; |
|
Notice of General Meeting |
means the notice of the General Meeting which is set out in the Prospectus; |
|
Official List |
means the official list of the UK Listing Authority; |
|
Open Offer |
means the conditional offer inviting Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price, on the terms and subject to the conditions set out in the Prospectus; |
|
Open Offer Entitlements |
means the pro rata entitlement of Qualifying Shareholders to subscribe for 1 Open Offer Share for every 10 Existing Ordinary Shares registered in their name on the Record Date; |
|
Open Offer Shares |
means NCC Group Ordinary Shares which are being offered to Qualifying Shareholders under the Open Offer; |
|
Overseas Shareholders |
means Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom; |
|
Peel Hunt |
means Peel Hunt LLP, in its capacity as sponsor, joint financial adviser and broker to NCC Group; |
|
Placed Shares |
means NCC Group Ordinary Shares to be issued at the Issue Price by NCC Group pursuant to the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer; |
|
Placees |
means any persons who have agreed to subscribe for Placed Shares pursuant to the Placing; |
|
Placing |
means the conditional placing of the Placed Shares by Peel Hunt as agent for and on behalf of NCC Group pursuant to the terms of the Underwriting Agreement subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer; |
|
Placing and Open Offer Admission |
means admission of the Placed Shares and the Open Offer Shares to the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards; |
|
Prospectus |
means the prospectus setting out further details of the Acquisition and the Issue (including certain risk factors and actions to be taken by Shareholders) expected to be published by NCC Group on 24 November 2015; |
|
Prospectus Directive |
means the Prospectus Directive of the European Parliament and of the Council 2003/71/EC; |
|
Prospectus Rules |
means the Prospectus Rules brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004 as amended; |
|
QIB |
means a qualified institutional buyer within the meaning of Rule 144A under the US Securities Act; |
|
Qualifying Shareholders |
means Shareholders on the register of members of NCC Group at the Record Date except for Overseas Shareholders with addresses in a Restricted Jurisdiction, subject to certain limited exceptions at the discretion of NCC Group; |
|
Record Date |
6.00 p.m. on 20 November 2015, being the latest time by which transfers of Existing Ordinary Shares must be received for registration by NCC Group in order to allow transferees to be recognised as Qualifying Shareholders; |
|
Registrars |
means Equiniti; |
|
Regulation S |
means Regulation S under the US Securities Act; |
|
Relevant Member State |
means each EEA State which has implemented the Prospectus Directive; |
|
Resolutions |
means all of the resolutions set out in the Notice of General Meeting at the end of the Prospectus and Resolution shall mean any of them; |
|
Restricted Jurisdiction |
means the United States and any territories and possessions thereof, Canada, Japan, Australia, South Africa and any jurisdiction where the relevant action would constitute a violation of the relevant laws and/or regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which NCC Group regards as unduly onerous or would result in significant risk or civil, regulatory or criminal exposure if information concerning the Issue is sent or made available in that jurisdiction; |
|
Rickitt Mitchell |
means Rickitt Mitchell & Partners Limited, in its capacity as joint financial adviser to NCC Group; |
|
Royal Bank of Scotland |
means The Royal Bank of Scotland plc; |
|
Shareholders |
means holders of Existing Ordinary Shares; |
|
SEC |
means the US Securities and Exchange Commission; |
|
Sellers |
means MR B.V. and Stichting Administratiekantoor Fox-exit Holding; |
|
Settlement Instruction Form |
means the Settlement Instruction Form between the Firm Placee and/or Placee and Peel Hunt in connection with the Firm Placing and/or Placing; |
|
Stichting Administratiekantoor Fox-exit Holding |
means Stichting Administratiekantoor Fox-exit Holding, a foundation incorporated pursuant to the laws of the Netherlands, whose corporate seat is in Delft, the Netherlands and its principle place of business is at 2616 LM Delft, Olof Palmestraat 6, registered in the Dutch Chamber of Commerce under number 27310564; |
|
subsidiary and subsidiary undertaking |
have the meanings given to them in the Companies Act; |
|
UK or United Kingdom |
means the United Kingdom of Great Britain and Northern Ireland; |
|
UK Listing Authority |
means the United Kingdom Financial Conduct Authority in its capacity as the competent authority for listing under Part VI of the FSMA; |
|
uncertificated or in uncertificated form |
means registered as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
|
Underwriting Agreement |
means the conditional underwriting agreement entered into on 24 November 2015 between NCC Group and Peel Hunt relating to the Firm Placing and the Placing and Open Offer; |
|
US or United States or United States of America |
means the United States of America, its territories and possessions, any state of the United States of America, any other areas subject to its jurisdiction and the District of Columbia; and |
|
US Securities Act |
means the United States Securities Act of 1933, as amended. |
All references to legislation in this announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
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