Ncc Regulatory News (NCC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR AUSTRALIA.

THE COMPANY HAS PUBLISHED A CIRCULAR IN CONNECTION WITH THE ACQUISITION. ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE ACQUISITION SHOULD BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE CIRCULAR.

For Immediate Release

14 May 2021

NCC GROUP PLC

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

NCC Group plc (LSE: NCC, "NCC", the "Company" or the "Group") today announces that, further to the announcement on 13 May 2021 in relation to the proposed acquisition of the Intellectual Property Management business (the "IPM Business") of Iron Mountain Inc., comprising substantially all of the assets of Iron Mountain Intellectual Property Management, Inc. together with certain other assets of affiliates of Iron Mountain exclusively related to the IPM Business (the "Acquisition"), a shareholder circular relating to the Acquisition (the "Circular") has been published today, having received approval from the Financial Conduct Authority.

Under the UK Listing Rules, the Acquisition constitutes a Class 1 transaction and is therefore conditional on, among other things, the approval of NCC's shareholders by a simple majority of votes cast.

The Company urges all shareholders to read the Circular carefully as it contains important information in relation to the Acquisition. As described in the Circular, the board of directors of the Company unanimously recommends that all shareholders vote in favour of the resolution relating to the Acquisition being proposed at the General Meeting.

General Meeting

The Circular includes a Notice convening a General Meeting to be held at 9.30 a.m. on 1 June 2021 at the registered office of NCC being XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester M3 3AQ.

As a result of the ongoing COVID-19 global pandemic and the legal measures that the UK Government has put in place restricting public gatherings, for the safety of the Company's shareholders, employees, advisers and the general public, the General Meeting will be held with the minimum number of directors who are shareholders in attendance so as to meet the quorum requirement. Other shareholders or their appointed proxies (other than the chair of the General Meeting) will not be permitted entry to the General Meeting and votes can only be cast by proxy, as set out in the Circular. Any shareholder that seeks to attend the General Meeting in person will, regrettably, be prevented from doing so on the above grounds.

The Company will continue to monitor the restrictions put in place in response to COVID-19 and, if circumstances change resulting in the lifting of measures preventing the movement of people ahead of the General Meeting, it will consider if it is appropriate to open up the General Meeting for attendance by shareholders. If this is the case, an update will be given on the Company's website at https://www.nccgroupplc.com/investor-relations/ and an update given by way of announcement to the London Stock Exchange.

Shareholders are encouraged to send any questions they would have raised at the General Meeting to CorporateWebsiteInquiry@nccgroup.com before the date of the General Meeting. After the General Meeting has concluded the Company will publish responses to those questions on its website at https://www.nccgroupplc.com/investor-relations/.

Availability of the Circular

Copies of the Circular, the Form of Proxy in relation to the General Meeting and certain other documents in relation to the Acquisition are available for inspection on the Company's website at https://www.nccgroupplc.com/investor-relations/.

Copies of the Circular and the Form of Proxy in relation to the General Meeting have also been submitted to the Financial Conduct Authority via the National Storage Mechanism and will be available for viewing shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected timetable of principal events

Each of the times and dates in the table below is indicative only and may be subject to change by the Company, in which event details of the new times and dates will be notified to the Financial Conduct Authority and, where appropriate, to shareholders by announcement through a Regulatory Information Service.

For further enquiries please contact:

About NCC Group plc

NCC Group exists to make the world safer and more secure. As global experts in cyber security and risk mitigation, NCC Group is trusted by over 14,000 customers worldwide to protect their most critical assets from the ever-changing threat landscape. With the company's knowledge, experience and global footprint, it is best placed to help organisations assess, develop and manage their cyber resilience posture.

To support its mission, NCC Group continually invests in research and innovation and is passionate about developing the next generation of cyber scientists. With circa 2,000 colleagues in 12 countries, NCC Group has a significant market presence in North America, Europe and the UK, and a rapidly growing footprint in Asia Pacific with offices in Australia, Japan and Singapore.

Important notices

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction. NCC shareholders are advised to read carefully the Circular once it has been published. Any response to the Acquisition should be made only on the basis of the information in the Circular.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

The availability of this announcement and/or the Circular to shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

Lazard & Co., Limited ("Lazard") is acting as financial adviser to NCC and Peel Hunt LLP ("Peel Hunt") is acting as sponsor to NCC in connection with the Acquisition. Each of the Lazard and Peel Hunt is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for NCC and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Acquisition or the matters described in this Announcement. Neither Lazard or Peel Hunt will be responsible to anyone other than NCC for providing the protections afforded to its clients or for providing advice in relation to the matters described in this Announcement. Neither Lazard or Peel Hunt nor any of their subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not its client in connection with this the Acquisition and the matters referred to in this Announcement, any statement contained in this Announcement or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt as sponsor by the Financial Securities and Markets Act 2000, as amended ("FSMA") or any other regulatory regime established under FSMA, neither of Lazard and Peel Hunt accepts responsibility for the contents of this Announcement, and no representation or warranty, express or implied, is made by either Lazard or Peel Hunt in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with NCC, the Acquisition or the matters described in this Announcement. To the fullest extent permissible by law, each of Lazard and Peel Hunt accordingly disclaims all and any responsibility or 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 statements.