Response to media speculation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated by the Market Abuse Regulation (EU) No.596/2014, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain
FOR IMMEDIATE RELEASE
16 July 2025
NCC Group plc
Response to media speculation
On 28 April 2025, the Board of NCC Group plc ("NCC" or the "Company") confirmed that it was investigating a number of options for its Escode business including a potential sale. The Company confirms this process is continuing but there can be no certainty that it will result in a transaction that the Board would be happy to recommend. The Company notes the recent media speculation and confirms that it is in the early stages of commencing a review of all strategic options for its Cyber business in the event the sale of the Escode business is agreed (the "Cyber Review").
The Cyber Review is at a very preliminary stage and includes a range of potential outcomes, including potential offers for the entire issued, and to be issued, share capital of the Company. No decision has been made regarding which options will be pursued.
The Company is not in discussions with, nor in receipt of any approach from, any potential offeror at the time of this announcement.
There can be no certainty either that an offer will be made nor as to the terms of any offer, if made. A further announcement will be made when appropriate.
Code dispensations
The Takeover Panel Executive has granted a dispensation from the requirement of Rules 2.4 (a) and (b) of the Code such that NCC is not required to identify in this announcement any potential offeror with which the Company is in talks, or from which an approach has been received, unless that potential offeror has been specifically identified in any rumour or speculation.
As a consequence of this announcement, NCC is now in an "offer period" as defined in the Code and the attention of NCC shareholders is drawn to the dealing disclosure requirements of Rule 8 of the Code, which are summarised below.
The person responsible for arranging the release of this announcement on behalf of NCC is Guy Ellis, Chief Financial Officer.
Enquiries
NCC Group +44 (0)7824 412405
Yvonne Harley, Director of Investor Relations & Sustainability
Investor_relations@nccgroup.com
Rothschild & Co +44 (0)20 7280 5000
Warner Mandel / Anton Black / Philippe Noël
Peel Hunt LLP +44 20 7418 8900
Neil Patel/ Ben Cryer
Investec Bank Plc +44 (0)20 7597 5970
Patrick Robb / Luke Spells
Media enquiries
H/Advisors Maitland
Sam Cartwright/Neil Bennett +44 (0)20 7379 5151
NCCGroup-maitland@h-advisors.global
Inside Information
The information contained within this announcement is deemed by NCC to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for NCC and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than NCC for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.NCC.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
In accordance with Rule 2.9 of the Code, NCC confirms that as at the close of business on 15 July 2025 its issued share capital consisted of 314,995,301 ordinary shares of 1 pence each with no shares held in treasury. The International Securities Identification Number for NCC's ordinary shares is GB00B01QGK86.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of NCC who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of NCC who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
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