Results of Tender Offer and Total Voting Rights

NCC Group PLC

02 September 2026

 

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.

FOR IMMEDIATE RELEASE

2 September 2026

NCC Group plc

("NCC" or the "Group" or the "Company")

Results of Tender Offer and Total Voting Rights

NCC Group plc (LSE: NCC) is pleased to announce the results of the Tender Offer, following the close of the Tender Offer at 1:00 pm (UK time) on 1 September 2026, details of which were set out in the Circular published by the Company on 7 July 2026.

Tender Offer

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 117,241,379, representing approximately 41.2 per cent of the Company's issued share capital as at the Tender Offer Record Date, at a Tender Price of 145 pence per Ordinary Share.

Under the Tender Offer, valid applications to tender Ordinary Shares were received in respect of 153,970,101 Ordinary Shares. In accordance with the terms and conditions of the Tender Offer as set out in the Circular, all valid tenders by Qualifying Shareholders in excess of their Guaranteed Entitlement have been scaled back pro rata to the total number of such Ordinary Shares tendered, such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £170 million. Applications in excess of their Guaranteed Entitlement have been scaled back by 56.9059744 per cent. A total of 117,241,379 Ordinary Shares will be purchased under the Tender Offer at the Tender Price of 145 pence per Ordinary Share. All the Ordinary Shares purchased will be cancelled.

The total value to be returned to Shareholders pursuant to the Tender Offer will therefore be approximately £170 million.

It is anticipated that payment of the consideration due to Qualifying Shareholders whose tender applications under the Tender Offer have been accepted will be:

·      Credited to CREST accounts by 7 September; or

·      Dispatched by cheque by 15 September

In respect of unsuccessfully tendered Shares, these will be:

·      Credited to CREST accounts by 3 September

·      Returned by share certificate by 15 September

As set out in the Circular, the Ordinary Shares will be purchased by Investec Bank plc pursuant to the Tender Offer and the Company will purchase such Ordinary Shares from the Investec Bank plc.

Total Voting Rights

Following the completion of the Tender Offer and the cancellation of the 117,241,379 successfully tendered Ordinary Shares due to take place on 7 September 2026, the Company's issued share capital will consist of 167,474,781 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, the total number of voting shares in NCC will be 167,474,781.

This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Share Buyback

The new share £15m share buyback programme, details of which are set out in the Circular, and which would be undertaken under the general share buyback resolution also approved at the General Meeting on 23 July 2026 is expected to commence shortly. 

Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the announcement of the Company dated 7 July 2026 in respect of the Tender Offer.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (EU 596/ 2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time ("Market Abuse Regulation").

The person responsible for arranging the release of this announcement on behalf of the Company is Guy Ellis, Chief Financial Officer.

Contact information

Investor enquiries:

NCC Group plc Yvonne Harley VP, Investor Relations & Sustainability	Tel: [phone] Email: [e-mail]
Investec Bank plc Patrick Robb / Nick Prowting / James Smith	Tel: [phone]

Media enquiries:

H/Advisors                               Genevieve Ryan/Sam Cartwright

Tel: [phone] Email: [e-mail]

About NCC Group plc

NCC Group is a people-powered, tech-enabled global cyber security and resilience business. Driven by a collective purpose to create a more secure digital future, c. 1,800 Cyber colleagues across Europe, North America, and Asia Pacific harness their collective insight, intelligence, and innovation to deliver cyber resilience solutions for both public and private sector clients globally. With decades of experience and a rich heritage, NCC Group is committed to developing sustainable solutions that continue to meet client's current and future cyber security challenges.

www.nccgroup.com

Important Notices

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Ordinary Shares. The Tender Offer is made only pursuant to the Circular and the related Tender Form with respect to the Ordinary Shares, which Shareholders were advised to read in full.

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting exclusively for the Company as financial adviser and broker and no one else in connection with the Tender Offer and none of Investec, nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter in this announcement or the Circular. Neither Investec nor any of its subsidiaries, branches or affiliates or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising in connection with, or from the use of, this announcement, the Circular or the contents of the Circular or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec under FSMA or the regulatory regime established  thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Investec nor any persons associated or affiliated with Investec nor any of Investec's branches or subsidiaries and its and their directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to 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 behalf of it, the Company, the Directors or any other person, in connection with the Company or the Tender Offer, and nothing in this announcement should be relied upon as a promise or representation in this respect, whether or not to the past or future. Investec, any persons associated or affiliated with Investec and any of Investec's branches and subsidiaries, and its and their directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or the Circular or any such statement.

 

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