Ncc Regulatory News (NCC)

24 March 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Recommended Acquisition of Accumuli plc by NCC Group plc

to be effected by means of a Scheme of Arrangement

Video available online

NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), the international, independent provider of Escrow, Assurance and Domain Services, earlier today announced that the Boards of Accumuli plc ("Accumuli") and NCC Group have reached agreement on the terms of a recommended acquisition pursuant to which NCC Group will acquire the entire issued and to be issued ordinary share capital of Accumuli, to be effected by means of a Court-sanctioned scheme of arrangement of Accumuli under Part 26 of the Companies Act.

In addition to the press release published earlier this morning (https://www.nccgroup.trust/en/investor-relations/stock-exchange-announcements/), NCC Group has now made available online a video with script and a presentation. These can be found at (https://www.nccgroup.trust/en/investor-relations/).

Enquiries:

IMPORTANT NOTES

Publication of certain documents in connection with the Acquisition

Capitalised words and expressions shall have the same meaning as are contained within the announcement made pursuant to Rule 2.7 of the Takeover Code made at 7.00am this morning.

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.