TIDMNCC
RNS Number : 7468Y
NCC Group PLC
14 May 2021
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.
Event Expected Date / Time (London
time)
Latest time and date for receipt 9:30 a.m. on 27 May 2021
of Forms of Proxy, CREST Proxy
Instructions and electronic registration
of a proxy appointment
Record date for entitlement to Close of business on 27 May 2021
vote at the General Meeting
General Meeting 9:30 a.m. on 1 June 2021
For further enquiries please contact:
NCC Group plc
Adam Palser, Chief Executive
Officer
Tim Kowalski, Chief Financial
Officer +44 (0)161 209 5432
Lazard
Cyrus Kapadia
Louise Campbell +44 (0)207 187 2000
Peel Hunt
Edward Knight
Charlie Batten
Nick Prowting +44 (0)20 7418 8900
Maitland/AMO
Neil Bennett
Sam Cartwright +44 (207) 379 5151
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.
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