REG - NCC Group PLC Accumuli PLC - Recommended Acquisition of Accumuli by NCC Group <Origin Href="QuoteRef">ACM.L</Origin> <Origin Href="QuoteRef">NCCG.L</Origin> - Part 2

NCCAnnouncement

24/03/2015 07:12

- Part 2: For the preceding part double click  ID:nRSX2738Ia 

terms of the Acquisition, Accumuli Shareholders (other than those
who are Restricted Overseas Persons) may elect to vary the proportions of New
NCC Group Shares and cash consideration they receive in respect of their
holdings of Scheme Shares, via the Mix and Match Facility, subject to equal
and opposite Elections being made by other Accumuli Shareholders. To the
extent that Elections cannot be satisfied in full, they will be scaled down on
a pro rata basis. As a result, Accumuli Shareholders who make an Election will
not know the exact number of New NCC Group Shares or amount of cash they will
receive until settlement of the consideration under the Acquisition. Elections
under the Mix and Match Facility will not affect the entitlements of those
Accumuli Shareholders who do not make any such Elections nor will they result
in a variation of the total cash consideration to be paid or the total number
of New NCC Group Shares to be issued pursuant to the Acquisition (save where
required to accommodate rounding of individual entitlements to the nearest
whole Scheme Share). 
 
Further information on the Mix and Match Facility will be included in the
Scheme Document. 
 
13.  Dividends and dividend policy 
 
It is expected that any final dividend of the Enlarged Group for the year
ending 31 May 2015 will be declared at its general meeting in September 2015
and paid in September 2015 and that any interim dividend for the half year
ending 30 November 2015 will be declared in January 2016 and paid in February
2016.  Assuming that the Acquisition will be completed in line with the
anticipated timetable, Accumuli Shareholders holding New NCC Group Shares will
benefit from any dividend that may be declared. 
 
The Board of the Enlarged Group will decide the absolute level of any future
dividends taking into account the Enlarged Group's underlying earnings, cash
flows, capital investment plans and the prevailing market outlook. 
 
14.  Management, employees, locations of business and strategic plans 
 
NCC Group attaches great importance to the skills, knowledge and expertise of
Accumuli's existing management and employees and believes that they will, on
the whole, benefit from enhanced career and business opportunities as part of
the Enlarged Group. Whilst cost reduction is not part of NCC Group's rationale
for the Acquisition, the NCC Group Directors consider that there are likely to
be some limited areas of duplication of resource, especially in relation to
corporate and support functions. Where there is overlap of resources, NCC
Group's review will consider if there is scope for consolidation for the
benefit of the Enlarged Group.  This could involve some limited headcount
reduction although, where possible, NCC Group will seek to redeploy those
affected into suitable alternative roles. At this stage NCC Group has not yet
fully developed proposals as to how any such headcount reductions might be
implemented and a full review will take place following completion of the
Acquisition. NCC Group has given assurances to the Accumuli Directors that,
following completion of the Acquisition, the existing employment and pension
rights of Accumuli's retained employees will be fully respected. 
 
The Enlarged Group's headquarters and registered office will be located at NCC
Group's office at Manchester Technology Centre, Oxford Road, Manchester, M1
7EF.  NCC Group intends to implement Accumuli's pre-existing plans to
consolidate its existing Leeds, Garforth and Wetherby based teams into a
single location, most probably situated at Thorpe Park, Leeds.  Fixed assets
based at these locations will be redeployed to the new location, or realised.
NCC Group has no immediate plans in respect of Accumuli's other business
locations but will review the position post Acquisition. 
 
NCC Group intends that Accumuli's businesses will, for a period post
Acquisition, be managed on a standalone basis whilst a detailed assessment is
undertaken of how those businesses are best integrated within NCC Group's
divisions and how NCC Group can maximise the commercial benefits that the
Acquisition will bring. The NCC Group Board is confident that the integration
of the two businesses can be achieved without undue disruption to the
underlying operations of each business. In line with NCC Group's past
practice, the Enlarged Group will over time seek to assimilate all of
Accumuli's businesses under the Group brand. 
 
Post Acquisition, NCC Group will retain its ambition to provide a
comprehensive package of security solutions and services. It believes that
with Accumuli as part of the Group, the Group will be in a much better
position to meet its customers' growing multidiscipline requirements,
including for the type of 24/7 operational security support and incident
management offered by Accumuli. The Acquisition will also enable the Group to
expand its development teams and to bid for those projects where it currently
needs to partner with an organisation such as Accumuli in a sole capacity. 
 
Paul Mitchell will be the Non-Executive Chairman of the Enlarged Group. The
Enlarged Group will be led by NCC Group's experienced Chief Executive, Rob
Cotton, and Finance Director, Atul Patel. Accumuli's non-executive directors
intend to resign from the Accumuli Board on the completion of the Acquisition.
It is anticipated that Ian Winn will remain in the business for a period
following completion of the Acquisition in order to help ensure successful
integration of Accumuli into the Enlarged Group. It is intended that Gavin
Lyons remain in the business and it is currently proposed that he will join
the Group's Operational Board. 
 
NCC Group is not intending to make any changes in respect of the continued
employment of its existing employees, or the management of the Group, save as
otherwise set out above. 
 
In considering their intended recommendation, the Accumuli Directors have
given due consideration to NCC Group's stated intentions for management,
employees and locations of Accumuli and believe that the Acquisition
represents an exciting opportunity for Accumuli employees to advance their
careers and skills in a business that, the Accumuli Directors believe, would
be one of the largest independent IT security businesses in the UK. 
 
15.  LTIP Awards 
 
Cash bonus long term incentivisation awards totalling, in aggregate,
approximately £3 million (the "LTIP Awards") are, subject to certain
conditions, payable to certain Accumuli Directors (being Nick Kingsbury, Gavin
Lyons and Ian Winn) in the event of a change of control of Accumuli. Other
than the outflow of cash required to pay the relevant amounts (plus employer's
national insurance contributions of approximately £0.4 million), the LTIP
Awards described above will have no effect on Accumuli. 
 
Since Nick Kingsbury, Gavin Lyons and Ian Winn are Accumuli Directors, the
LTIP Awards which would become payable to each of them on the Acquisition
becoming Effective, would constitute "related party" transactions pursuant to
Rule 13 of the AIM Rules. 
 
The remaining Accumuli Directors (i.e. excluding those directors who would
benefit from the LTIP Awards) consider, having consulted with finnCap in its
capacity as Accumuli's nominated adviser under the AIM Rules, that the terms
of the LTIP Awards are fair and reasonable insofar as Accumuli Shareholders
are concerned. 
 
As a result of the payments under the LTIP Awards that would be made to Nick
Kingsbury, Gavin Lyons and Ian Winn, on the Scheme becoming Effective, they
will, for the purposes of the Court Meeting, be treated as a separate class of
Accumuli Shareholders and will not vote their Accumuli Shares at the Court
Meeting but will instead consent to be bound by the Scheme. 
 
16.  Overseas Shareholders 
 
The availability of New NCC Group Shares issued pursuant to the Acquisition to
persons resident in, or citizens of, jurisdictions outside the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons not
resident in the United Kingdom should inform themselves about and observe any
applicable legal requirements. It is the responsibility of each overseas
Accumuli Shareholder to satisfy himself as to the full observance of the laws
of the relevant jurisdiction in connection with the Acquisition, including the
obtaining of any governmental, exchange control or other consents which may be
required, or the compliance with other necessary formalities which are
required to be observed and the payment of any issue, transfer or other taxes
due in such jurisdiction. 
 
17.  Admission of New NCC Group Shares 
 
Applications will be made to the UK Listing Authority for the New NCC Group
Shares to be admitted to the Official List with a premium listing and to the
London Stock Exchange for the New NCC Group Shares to be admitted to trading
on the Main Market. It is expected that Admission will become effective and
that dealings for normal settlement in the New NCC Group Shares will commence
on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on
the first Business Day after the Effective Date. 
 
The Existing NCC Group 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. It is expected that all of the
New NCC Group Shares, when issued and fully paid, will be capable of being
held and transferred by means of CREST. The New NCC Group Shares will trade
under ISIN GB00B01QGK86. 
 
18.  Accumuli Share Schemes 
 
Appropriate proposals will be made to Accumuli Share Scheme Participants and
such persons will be sent separate letters in due course explaining the effect
of the Acquisition on their options and setting out the specific proposals
being made in respect of their outstanding options in connection with the
Scheme. 
 
Any Scheme Shares issued or to be transferred under the Accumuli Share Schemes
at or prior to the Scheme Record Time will be subject to the Scheme.  If
Accumuli Shareholders approve the Special Resolution to be proposed at the
General Meeting, then any Accumuli Shares issued under the Accumuli Share
Schemes or transferred by the Trustee after the Scheme Record Time will be
transferred to NCC Group in consideration for an amount in cash and the issue
or transfer of such number of New NCC Group Shares as that Accumuli Share
Schemes Participant would have been entitled to under the Scheme had the
Accumuli Shares been Scheme Shares in respect of which no valid Election had
been made. 
 
19.  Cancellation of admission to trading on AIM of Accumuli Shares and
re-registration as a private limited company 
 
Prior to the Scheme becoming Effective, an application will be made to the
London Stock Exchange for admission of the Accumuli Shares to trading on AIM
to be cancelled on the first Business Day following the Effective Date. The
last day of dealings in, and for registration of transfers of, Accumuli Shares
is expected to be at the close of business on the Business Day before the
Effective Date. No transfers of Accumuli Shares will be registered after this
date, other than the registration of Accumuli Shares released, transferred or
issued under the Accumuli Share Schemes. 
 
It is intended that the cancellation of admission of the Accumuli Shares to
trading on AIM will take effect on the first Business Day following the
Effective Date. In addition, entitlements to Accumuli Shares held within the
CREST system will be cancelled and share certificates in respect of Scheme
Shares will cease to be valid and should, if so requested by Accumuli, be sent
to Accumuli for cancellation. It is also intended that shortly after the
Effective Date, Accumuli will be re-registered as a private limited company
under the relevant provisions of the Companies Act. 
 
Upon the Scheme becoming Effective, NCC Group (and/or its nominee(s)) will
acquire the Scheme Shares fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of the Scheme Document. 
 
20.  Reserving the right to implement the Acquisition by means of an
Acquisition Offer 
 
NCC Group has reserved the right to elect for the Acquisition to be
implemented by way of an Acquisition Offer with (where necessary) the consent
of the Panel. In this event, the Acquisition will be implemented on the same
terms, so far as applicable, as those which would apply to the Scheme subject
to appropriate amendments, including (without limitation and subject to the
consent of the Panel), an acceptance condition set at 90 per cent. (or such
lesser percentage, being more than 50 per cent., as NCC Group may decide
and/or the Panel may require). If NCC Group does elect to implement the
Acquisition by way of an Acquisition Offer, and if sufficient acceptances of
such Acquisition Offer are received and/or sufficient Accumuli Shares are
otherwise acquired, it is the intention of NCC Group to apply the provisions
of sections 979 to 982 (inclusive) of the Companies Act to acquire
compulsorily any outstanding Accumuli Shares to which such offer relates. 
 
21.  General 
 
The bases of calculations and sources of certain financial information
contained in this Announcement are set out in Appendix 2. Certain terms used
in this Announcement are defined in Appendix 4. 
 
The Acquisition will be on the terms and subject to the Conditions set out in
Appendix 1 of this Announcement, and to be set out in the Scheme Document. The
Scheme Document will include full details of the Scheme, together with notices
of the Meetings and the expected timetable, and will specify the actions to be
taken by Scheme Shareholders. The Scheme Document will be sent to Accumuli
Shareholders (other than Restricted Overseas Persons) as soon as reasonably
practicable and in any event within 28 days of this Announcement, unless
otherwise agreed with the Panel. 
 
This Scheme will be governed by English law and be subject to the jurisdiction
of the English courts and to the applicable rules and regulations of the FCA,
the London Stock Exchange, the AIM Rules and the Takeover Code. 
 
22.  Interests in Accumuli Shares 
 
Save for the irrevocable undertakings referred to in paragraph 5 above and in
Appendix 3, as at the close of business on 23 March 2015, being the latest
practicable date prior to the date of this Announcement, neither NCC Group nor
any of the NCC Group Directors nor, so far as NCC Group or the NCC Group
Directors are aware, any person acting in concert with NCC Group for the
purposes of the Scheme, has an interest in or right to subscribe for, or has
an arrangement in relation to, Accumuli Shares or securities convertible or
exchangeable into Accumuli Shares, or has borrowed or lent or has any short
position in relation to relevant securities of Accumuli, whether such short
position is conditional or absolute and whether in the money or otherwise
(including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of the relevant securities). For these purposes, "arrangement"
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Accumuli Shares which may
be an inducement to deal or refrain from dealing in such shares. 
 
23.  Publication of associated documents on websites 
 
In accordance with Rule 26.2 of the Takeover Code, copies of the following
documents will by no later than 12 noon (London time) on 25 March 2015 be
published on www.accumuli.com and www.nccgroup.trust until the end of the
Offer Period: 
 
·       a copy of this Announcement; 
 
·       the irrevocable undertakings referred to above at paragraph 5 and in
Appendix 3; 
 
·       the confidentiality agreement referred to above at paragraph 7; and 
 
·       NCC Group's Royal Bank of Scotland debt facility, which will be
utilised to finance the cash consideration payable under the Acquisition,
referred to above at paragraph 6. 
 
 NCC Group                                                                                                                    
 Rob Cotton, CEOAtul Patel, Finance Director                                                      Tel:  +44 (0) 161 209 5251  
 Accumuli                                                                                                                     
 Gavin Lyons, CEOIan Winn, Finance Director                                                       Tel:  +44 (0)1256 303 700   
 Peel Hunt LLP (financial adviser and broker to NCC Group)                                                                    
 Charlie Batten / Richard Brown / Dan Webster                                                     Tel:  +44 (0)20 7418 8900   
 Rickitt Mitchell & Partners Limited (financial adviser to NCC Group)                                                         
 Stuart Moss / Alex Wilson                                                                        Tel:  +44 (0)161 834 0600   
 Instinctif Partners (PR to NCC Group)                                                                                        
 Adrian Duffield / Chantal Woolcock                                                               Tel:  +44 (0)20 7457 2020   
 Oakley Capital (financial adviser to Accumuli, for the purposes of Rule 3 of the Takeover Code)                              
 Chris Godsmark / Marc Jones                                                                      Tel:  +44 (0)20 7766 6900   
 MXC Capital (financial adviser to Accumuli)                                                                                  
 Marc Young                                                                                       Tel:  +44 (0) 20 7801 9596  
 finnCap (NOMAD and Broker to Accumuli)                                                                                       
 Charlotte Stranner / Christopher Raggett (Corporate Finance)Victoria Bates (Corporate Broking)   Tel:  +44 (0) 20 7220 0500  
 Newgate Threadneedle                                                                                                         
 Adam Lloyd                                                                                       Tel: +44 (0)20 7653 9850    
                                                                                                                              
 
 
Conference call 
 
NCC Group plc will be hosting a conference call for analysts and institutional
investors at 8:30am today. 
 
Please call Hannah Franklin at Instinctif Partners for dial-in details on 020
7457 2040 or email hannah.franklin@instinctif.com. 
 
MXC Capital Advisory LLP, which is authorised and regulated by the FCA, is
acting exclusively for Accumuli as its financial adviser and for no one else
in connection with the Acquisition and other matters referred to in this
Announcement and will not be responsible to anyone other than Accumuli for
providing the protections afforded to clients of MXC Capital or for providing
advice in relation to the Proposals, the content of this Announcement or any
matter or arrangement referred to herein. 
 
Oakley Capital Limited, which is authorised and regulated by the FCA, is
acting exclusively for Accumuli as its financial adviser for the purposes of
Rule 3 of the Takeover Code and no one else in connection with the Acquisition
and other matters referred to in this Announcement and will not be responsible
to anyone other than Accumuli for providing the protections afforded to
clients of Oakley Capital or for providing advice in relation to the
Proposals, the content of this Announcement or any matter or arrangement
referred to herein. 
 
finnCap Ltd, which is authorised and regulated by the FCA, is acting as
nominated adviser and corporate broker to Accumuli and for no one else in
connection with the Acquisition and other matters referred to in this
Announcement and will not be responsible to anyone other than Accumuli for
providing the protections afforded to clients of finnCap or for providing
advice in relation to the Proposals, the content of this Announcement or any
matter or arrangement referred to herein. 
 
Peel Hunt LLP, which is authorised and regulated by the FCA, is acting as
sponsor, corporate broker and joint financial adviser to NCC Group and no one
else in connection with the Acquisition and other matters referred to in this
Announcement and will not regard any other person as its client in relation to
the matters set out in this Announcement and will not be responsible to anyone
other than NCC Group for providing the protections afforded to clients of Peel
Hunt, nor for providing advice in relation to any matter referred to herein. 
 
Rickitt Mitchell & Partners Limited, which is authorised and regulated by the
FCA, is acting as joint financial adviser to NCC Group and no one else in
connection with the Acquisition and other matters referred to in this
Announcement and will not regard any other person as its client in relation to
the matters set out in this Announcement and will not be responsible to anyone
other than NCC Group for providing the protections afforded to clients of
Rickitt Mitchell, nor for providing advice in relation to any matter referred
to herein. 
 
IMPORTANT NOTES 
 
Publication of certain documents in connection with the Acquisition 
 
This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. This Announcement does not constitute a prospectus or prospectus
equivalent document. The Acquisition will be effected solely by means of the
Scheme Document which, together with the Forms of Proxy and Form of Election
(in respect of Accumuli Shareholders holding their shares in certificated
form), will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. 
 
It is expected that the formal Scheme Document (including notices of the
Meetings), together with (in the case of Accumuli Shareholders who hold their
shares in certificated form) the relevant Forms of Proxy and Form of Election,
will be posted to Accumuli Shareholders (and, for information only, to
Accumuli Share Scheme Participants) as soon as is reasonably practicable and
in any event within 28 days of this Announcement, unless otherwise agreed with
the Panel. Those documents will be also made available at the same time on NCC
Group's website at www.nccgroup.trust and on Accumuli's website at
www.accumuli.com. A Prospectus summarising further information on NCC Group
will also be made available on NCC Group's website at www.nccgroup.trust and
on Accumuli's website at www.accumuli.com on the date the Scheme Document is
published and will also be posted to Accumuli Shareholders (and, for
information only, to Accumuli Share Scheme Participants). Notwithstanding the
above, those documents will not be posted into, or made available within, a
Restricted Jurisdiction and may not be capable of being accessed by Restricted
Overseas Persons. Accumuli urges Accumuli Shareholders to read the Prospectus
and the Scheme Document, when they become available, in their entirety because
they will contain important information in relation to the Acquisition, the
New NCC Group Shares and the Enlarged Group. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document and the Prospectus. 
 
Publication of this Announcement on websites 
 
A copy of this Announcement will be available free of charge, subject to
certain restrictions relating to Restricted Overseas Persons, on Accumuli's
website at www.accumuli.com and on NCC Group's  website at www.nccgroup.trust
by no later than noon (London time) on the day following this Announcement.
For the avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this Announcement. 
 
Overseas jurisdictions 
 
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Accumuli Shares in respect of the Scheme at
the Meetings, to execute and deliver Forms of Proxy appointing another to vote
at the Meetings on their behalf or to execute and deliver a Form of Election
in respect of a purported election under the Mix and Match Facility, may be
affected by the laws of the relevant jurisdictions in which they are located.
This Announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom. 
 
Copies of this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the Acquisition is
implemented by way of an Acquisition Offer (unless otherwise permitted by
applicable law and regulation), the Acquisition Offer may not be made,
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Acquisition Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities. 
 
Please be aware that addresses, electronic addresses and certain other
information provided by Accumuli Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Accumuli may
be provided to NCC Group during the Offer Period as required under Section 4
of Appendix 4 of the Takeover Code. 
 
Notice to US investors 
 
The Acquisition relates to the shares of an English company that is not
registered under the US Securities Exchange Act of 1934 (the "US Exchange
Act") and is being made by means of a scheme of arrangement provided for under
English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements in the
United States tender offer and proxy solicitation rules under the Exchange
Act. If, in the future, NCC Group exercises the right to implement the
Acquisition by way of a takeover offer and decides to extend the offer into
the United States, the Acquisition Offer will be made in compliance with
applicable US laws and regulations including the applicable provisions of the
tender offer rules under the US Exchange Act, to the extent applicable.
Financial information included (or incorporated by reference) in this
Announcement and the Scheme Document has been or will have been prepared in
accordance with accounting standards applicable in the United Kingdom that may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States. 
 
Any securities to be issued in connection with the Acquisition have not been
and will not be registered under the US Securities Act of 1933 (the "US
Securities Act"), or under the securities laws of any state, district or other
jurisdiction of the United States. Accordingly, such securities may not be
offered, sold or delivered, directly or indirectly, in or into such
jurisdictions except pursuant to exemptions from, or transactions not subject
to, the registration requirements of the United States. It is expected that
the New NCC Group Shares will be issued in reliance upon the exemption from
such registration provided by Section 3(a)(10) of the US Securities Act. Under
applicable US securities laws, persons (whether or not US persons) who are or
will be "affiliates" (within the meaning of the US Securities Act) of NCC
Group or Accumuli prior to, or of the Enlarged Group after, the Effective Date
will be subject to certain transfer restrictions relating to the NCC Group
Shares received in connection with the Acquisition. 
 
It may be difficult for US holders of Accumuli Shares to enforce their rights
and any claim arising out of US federal laws, since NCC Group and Accumuli are
located in a non-US jurisdiction and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Accumuli
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement. 
 
Cautionary note regarding forward-looking statements 
 
This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of the Accumuli
Group, the Group and/or the Enlarged Group and certain plans and objectives of
the Boards of Accumuli and NCC Group. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as 'anticipate',
'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope',
'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words
of similar meaning. These statements are based on assumptions and assessments
made by the Boards of Accumuli and/or NCC Group in light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements. 
 
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and persons reading this
Announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Accumuli nor NCC Group assumes any obligation to update
or correct the information contained in this Announcement (whether as a result
of new information, future events or otherwise), except as required by
applicable law. 
 
No profit forecasts or estimates 
 
No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per ordinary share for NCC Group or Accumuli,
as appropriate, for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per ordinary
share for NCC Group or Accumuli, as appropriate. 
 
Disclosure requirements of the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any 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 p.m. (London time) on the 10th
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any 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 p.m. (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 of the Takeover Code). Details of the offeree and
offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the
Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified. 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 2.10 disclosures 
 
In accordance with Rule 2.10 of the Takeover Code, NCC Group confirms that as
at close of business on 23 March 2015 (being the last Business Day prior to
the date of this announcement), it has in issue 208,897,108 ordinary shares of
1 pence each (excluding treasury shares). The International Securities
Identification Number (ISIN) of the ordinary shares is GB00B01QGK86. 
 
In accordance with Rule 2.10 of the Takeover Code, Accumuli confirms that as
at close of business on 23 March (being the last Business Day prior to the
date of this announcement), it has in issue 159,609,527 ordinary shares of
0.25 pence each.  The International Securities Identification Number (ISIN) of
the ordinary shares is GB00B0YMTT32. 
 
APPENDIX 1 
 
CONDITIONS TO THE IMPLEMENTATION, AND CERTAIN FURTHER TERMS, OF THE
SCHEME AND THE ACQUISITION 
 
Part A: Conditions to the Scheme and the Acquisition 
 
The Acquisition will be conditional upon the Scheme becoming unconditional and
becoming Effective by no later than the Long Stop Date, or such later date (if
any) as NCC Group and Accumuli may agree and (if required) the Court and the
Panel may allow. 
 
(A)     The Scheme will be conditional upon: 
 
(1)      its approval by a majority in number representing not less than 75
per cent. in value of the Scheme Shareholders present and voting, either in
person or by proxy, at the Court Meeting or at any adjournment of such meet