Accumuli is a leading, rapidly growing, UK based independent specialist in IT security and risk management. We provide industry leading solutions and services underpinned by rare skills and capabilities. Our objective is to enable organisations to manage the ever increasing IT risk landscape and leverage their IT assets for business value.

Managing risk created from significant IT Trends (such as cybercrime, consumerisation of IT, Big Data) or business objectives (such as saving money or doing more with less) is the perennial balancing act for any IT department. The ideal outcome is to have an IT infrastructure that is available, performing and visible whilst always being compliant, resourced and secure.

The Accumuli approach is to assist our customers in identifying both the risk and potential of their IT infrastructure and address any gaps with leading solutions and expert services. Accumuli has a culture that is focused entirely on helping our customers and working as one team to deliver tangible results - we can help with a very specific need or a holistic end-to-end solution.

Accumuli is a public company quoted on the AIM market of the London Stock Exchange with offices in Basingstoke, Cambridge and Leeds. Accumuli's global customer base consists of companies of all sizes across an expanding range of industry sectors including financial services, utilities, telecommunications, manufacturing and government


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Trading Update
RNS
RNS Number : 2737I
Accumuli PLC
24 March 2015

Accumuli plc

("Accumuli," "the Company" or "the Group")



Trading Update



Accumuli plc (AIM:ACM), the independent specialist in IT Security and Risk Management, is pleased to provide the following pre close trading update for the year ended 31 March 2015 in advance of the publication of its final results in June 2015.



· Revenues expected to be in the region of £27m (FY14: £16.6m) due to strong second half performance in Technology Solutions

· RandomStorm Limited, acquired in December, continuing to trade in line with management expectations; integration progressing well and Group benefitting from enhanced solutions and services capabilities

· Group EBITDA in line with management expectations



Trading



The Group has continued to trade strongly across its three core pillars of Technology Solutions, Professional Services and Managed Services throughout the second half of its financial year. Technology Solutions has traded ahead of management expectations as the Company focuses on seeding existing customers with further solutions to provide opportunities to then cross sell more profitable professional and managed services.



This focus on cross-selling higher margin services has progressed well with Professional Services operating in line with management expectations with an average utilisation rate in excess of 60% across over 30 consultants. In addition, Managed Services have grown in line with management expectations with several key contracts won throughout the year.



ArmstrongAdams, acquired in June 2014, has traded ahead of management expectations in the second half. By utilising a wider solutions portfolio and the resources available to it as part of a larger group, it has been able to grow its revenues significantly. We now see a significant opportunity to cross sell our professional and managed services on the back of these orders.



Concentrating on penetrating crucial accounts with further technology solutions in order that we can cross-sell higher margin professional and managed service contracts has meant that gross margins on some of the larger Technology deals have been lower than we would usually expect.



We are now focussed on closing out the current financial year and ensuring we continue to add to the healthy pipeline of sales opportunities being carried into the next financial year

Recommended Acquisition of Accumuli by NCC Group
RNS
RNS Number : 2738I
NCC Group PLC
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

under Part 26 of the Companies Act 2006



The Boards of Accumuli and NCC Group are pleased to announce that they 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.

Summary

· Under the terms of the Acquisition, Accumuli Shareholders will be entitled to receive 0.1218 New NCC Group Shares and 5.97 pence in cash for each Scheme Share.

· The Acquisition values each Accumuli Share at approximately 32.8 pence, and Accumuli's fully diluted share capital at approximately £55 million, based on the Closing Price per NCC Group Share on 23 March 2015 (being the last Business Day prior to the publication of this Announcement).

· The Acquisition represents a premium of approximately:

o 19.1 per cent. to the Closing Price per Accumuli Share of 27.5 pence on 23 March 2015 (being the last Business Day prior to the publication of this Announcement);

o 22.7 per cent. to the six-month average price per Accumuli Share of 26.7 pence (being the average Closing Price for the six-month period ended on 23 March 2015, the last Business Day prior to the publication of this Announcement); and

o 24.3 per cent. to the twelve-month average price per Accumuli Share of 26.4 pence (being the average Closing Price for the twelve-month period ended on 23 March 2015, the last Business Day prior to the publication of this Announcement).



· It is expected that any final dividend of the Enlarged Group for the year ended 31 May 2015 will be declared at its general meeting in September 2015. Assuming the Acquisition is completed in line with the anticipated timetable, Accumuli Shareholders holding New NCC Group Shares will benefit from any dividend that may be declared.



· The cash consideration payable by NCC Group under the Acquisition will be funded from its revised banking facilities with Royal Bank of Scotland.



· Under the 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.

NCC Group has received irrevocable undertakings from Accumuli Shareholders to vote, or procure the vote, in favour of the Acquisition as follows:



· in favour of the Scheme at the Court Meeting, from those Accumuli Directors who hold Accumuli Shares and are entitled to vote those shares at the Court Meeting, in respect of their own beneficial holdings amounting, in aggregate, to 1,955,546 Accumuli Shares, representing approximately 1.2 per cent. of the Scheme Shares entitled to vote at the Court Meeting;



· in favour of the Special Resolution to be proposed at the General Meeting, from all those Accumuli Directors who hold Accumuli Shares, in respect of their own beneficial holdings amounting, in aggregate, to 3,304,068 Accumuli Shares, representing approximately 2.1 per cent. of the existing issued share capital of Accumuli; and



· in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, from certain other Accumuli Shareholders, in respect of, in aggregate, 88,738,039 Accumuli Shares representing, respectively, approximately 56.1 per cent. of the Scheme Shares entitled to vote at the Court Meeting and 55.6 per cent. of the existing issued share capital of Accumuli.



In aggregate, therefore, NCC Group has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting in respect of a total of 90,693,585 Accumuli Shares, representing approximately 57.3 per cent. of the Scheme Shares entitled to vote at the Court Meeting and irrevocable undertakings to vote in favour of the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Acquisition Offer, to accept the Acquisition Offer) in respect of a total of 92,042,107 Accumuli Shares, representing approximately 57.7 per cent. of the existing issued share capital of Accumuli.



Further details of the irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 of this Announcement.



To become Effective, the Scheme requires the approval of a majority in number of those Accumuli Shareholders who are present and vote either in person or by proxy at the Court Meeting and who represent 75 per cent. or more in value of all Accumuli Shares held by such Accumuli Shareholders. The Scheme also requires the passing of the Special Resolution to be proposed at the General Meeting, as well as satisfaction or waiver of the other Conditions as set out in Appendix 1. The Scheme must also be sanctioned by the Court at the Scheme Court Hearing. All Accumuli Shareholders may, if they wish, attend the Scheme Court Hearing. The Scheme will become Effective, following sanction by the Court, upon the delivery of an office copy of the Scheme Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Accumuli Shareholders, irrespective of whether or not they attended and/or voted at the Court Meeting or the General Meeting.



The Scheme Document, containing further information about the Acquisition and notices of the Meetings, will, subject to certain restrictions set out below, be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants) as soon as practicable and, in any event, within 28 days of this Announcement. Subject to certain restrictions set out below, it will be also made available at the same time on NCC Group's website at www.nccgroup.trustand on Accumuli's website at www.accumuli.com.



A Prospectus summarising further information on NCC Group will, subject to certain restrictions set out below, also be made available on NCC Group's website at www.nccgroup.trustand on Accumuli's website at www.accumuli.comon the date the Scheme Document is published and will also be posted to Accumuli Shareholders (and, for information only, to Accumuli Share Scheme Participants). Accumuli urges Accumuli Shareholders to read the Prospectus and the Scheme Document, when they become available, in their entirety.



It is currently expected that the Scheme will become Effective in late April or early May 2015, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to the full Announcement.



The Accumuli Directors, who have been so advised by MXC Capital and Oakley Capital, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Accumuli Directors, MXC Capital and Oakley Capital have taken into account the commercial assessments of the Accumuli Directors. Oakley Capital is providing independent financial advice to the Accumuli Directors for the purposes of Rule 3 of the Takeover Code.

The Accumuli Directors consider that the Acquisition is in the best interests of Accumuli Shareholders as a whole and, accordingly, intend unanimously to recommend that all Accumuli Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting (as they have irrevocably undertaken to do in respect of their own beneficial shareholdings, to the extent referred to above).

The Accumuli Directors will make no recommendation as to the form of consideration which Accumuli Shareholders should elect to receive as this will be dependent on individual Accumuli Shareholders' personal circumstances. Each Accumuli Shareholder should consider his/her own position carefully and, if in any doubt, should consult his/her own professional adviser(s).



Commenting on the Acquisition, Rob Cotton, Chief Executive Officer of NCC Group said:

"The addition of Accumuli will enable us to provide a wider and more comprehensive range of security solutions and services. In this dynamic and rapidly growing international market, customers are now looking for the type of 24/7 operational security support and incident management offered by Accumuli in addition to our consulting capabilities.

"Accumuli is notably aligned with us in the security space and brings valuable new capabilities and will enable us to expand our development teams.

"We have already been bidding jointly together on a number of projects, and with Accumuli as part of the Group, we will be able to bid for complex projects in a sole capacity. The acquisition provides an opportunity to develop our core consulting business across a wider customer base.

"This earnings enhancing acquisition is another important step in our ambition to provide a comprehensive package of security solutions and services - our customers' need for an organisation with a wider range of cybersecurity capabilities continues to grow."

Commenting on the Acquisition, Nick Kingsbury, Non-Executive Chairman of Accumuli said:

"The Accumuli Board is pleased to recommend this Acquisition, and feels that the structure of the Offer should allow Accumuli Shareholders to benefit from the potential advantages of the two businesses combining. The deal should also be highly beneficial to our existing customer base."

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The bases of calculations and sources of certain financial information contained in this Announcement, and certain additional financial and operational information, are set out in Appendix 2 to this Announcement. Details of the irrevocable undertakings received by NCC Group in relation to the Acquisition are set out in Appendix 3 to this Announcement. Certain definitions and terms used in this Announcement are set out in Appendix 4 to this Announcement.

This summary should be read in conjunction with the full text of this Announcement and the Appendices.

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