NCC Group is a global information assurance specialist providing organisations worldwide with expert escrow, verification, security consulting, website performance, software testing and domain services.

Through an unrivalled range of services, we provide organisations across the world with freedom from doubt that their most important assets are protected and operating as they should be at all times.

We are passionate about changing the shape of the internet and making it a safer place to be.

As the cyber arms race and technology revolution continue to outpace the ability of organisations to cope with the plethora of security, performance and availability issues, we are best placed to help organisations to manage the risk and limit the threat.

With our knowledge, experience, capability and global footprint we are committed to ensuring that organisations have access to a total information assurance solution that works for them.

Our complementary service areas provide comprehensive end-to-end information assurance for over 15,000 organisations worldwide.

We have 18 locations across the UK, Europe, North America and Australia



https://www.nccgroup.com/en/?gclid=CLvhvrjdz8MCFUbMtAodIg8AfA

Half Yearly Report
RNS
RNS Number : 8136C
NCC Group PLC
22 January 2015



22 January 2015



NCC Group plc



Strong revenue growth of 15% drives profit up 6%



NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), the international, independent provider of Escrow, Assurance and Domain Services, has reported its half year results for the six months to 30 November 2014.



Highlights



Financial

· Group revenue increased 15% to £62.3m (£54.0m in 2013) - 17% on constant currency basis

o International revenue now 47% (39% in 2013) of Group revenue

o US revenue growth of 41% on a constant currency basis

· Group adjusted operating profit* up by 6% to £12.4m (£11.8m in 2013)

o Group adjusted operating profits* excluding Domain Services grew by 14% to £14.3m (£12.6m in 2013)

· Reported operating profit was £11.1m (£11.6m in 2013)

· Group adjusted pre-tax profit* increased 5% to £12.1m (£11.4m in 2013)

· Adjusted fully diluted earnings* per share increased 6% to 4.50p (4.24p in 2013)

· Interim dividend up 14% to 1.30p (1.14p in 2013)

· Cash conversion ratio 105% of operating profit (104% in 2013)



Operational

· Escrow achieving strong revenue growth of 4% to £15.4m (£14.8m in 2013)

· Escrow adjusted operating profits* up by 6% to £8.9m (£8.4m in 2013)

· Assurance revenues increasing by 20% (15% in 2013) to £46.9m (£39.2m in 2013)

· Assurance adjusted operating profits* up 23% to £7.7m (£6.3m in 2013)

· Domain Services expanded by £14.9m acquisition of Open Registry (20 January 2015)

· Purchase of .trust and sale of .secure completed



Outlook

· Total Group orders and renewals up 11% to £57.2m (£51.4m in November 2013) for the current financial year

· With Open Registry, Domain Services is now able to offer an end to end, secure domain service capabilities



* Operating profit is adjusted for amortisation of acquired intangibles, exceptional items and share based payment charges. Pre-tax profit is adjusted for these items and the unwinding of the discount on the acquisitions' contingent consideration.



Rob Cotton, Group Chief Executive, comments:



"Both the Escrow and Assurance businesses have seen strong organic growth in revenue and profitability, with a particularly stand out performance by our US operations - it saw a revenue jump up of 41%, on a constant currency basis.



"Our Domain Services division has been transformed. .trust was successfully acquired whilst we sold .secure on very favourable terms. The recent acquisition of the Open Registry group of businesses, now means that in the very dynamic and growing domain markets, we can provide a complete suite of secure services to our corporate clients around the world."

February fraud alert as hackers cash in on data harvested during Christmas shopping bonanza




http://www.dailymail.co.uk/money/smallbusiness/article-2934744/Online-fraud-set-soar-80-hackers-data-hunt.html

13 Feb Canaccord... 240.00 Buy

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.

Telegraph -NCC-battles-GCHQ-to-recruit-cyber-expertsl

6 May Panmure Gordon 253.00 Buy
6 May Liberum Capital 250.00 Buy
6 May N+1 Singer 208.00 Hold
6 May Canaccord... 260.00 Buy

Trading update
RNS
RNS Number : 2654M
NCC Group PLC
06 May 2015



6 May 2015



NCC Group



Trading update



NCC Group plc (LSE: NCC or "the Group"), the international, independent provider of Escrow, Assurance and Domain Services, is today publishing a trading update, covering the 11 months from 1 June 2014 to 30 April 2015.



Group revenues are 15% (April 2014: 12%) ahead of last year at £115.3m (April 2014: £100.0m.) Organic growth in the period has been 14% (April 2014: 12%.) Over 50% of the Group's revenues are now outside the UK with the majority in North America.



The Group's net debt has increased as expected to £37.5m (April 2014: £29.6m) against a total debt facility of £80m. The increase reflects the initial consideration paid for the acquisition of Open Registry group of companies on 20 January 2015 and some of the fees paid for the acquisition of Accumuli plc, which completed on 30 April 2015.



Rob Cotton, Group Chief Executive, comments:



"This has been an exciting period of controlled growth for us, on top of the addition of two exceptional businesses Open Registry and Accumuli.



"We again have delivered strong consistent growth in revenue and profitability and remain on course to meet our expectations for the financial year to 31 May 2015.



"The controlled integration of Accumuli has begun and will see the two organisations working together even more closely on projects, as well as looking to gain operational synergies.



"Domain Services remains on target. The .trust service to create a safer internet domain, in effect an online secure gated community, is now live with customers reviewing the various opportunities available to them in the rapidly developing and dynamic domain space.



"With the integrations of the new acquisitions under way and with our solid performance in the current financial year, we are exceptionally well positioned in growing markets.



"We are confident that we will maintain our double digit organic growth and strong cash generation for future years to come."



The Escrow Division continued to perform strongly. Revenue grew by 5% (April 2014: 6%) and renewals are now forecast to be £18.4m for the current financial year (April 2014: £18.0m.)



The global verification order book continues to be solid, with good prospects coming through in the US. It now stands at £3.0m (April 2014: £2.9m).



Group Escrow termination rates are11% for contracts (April 2014: 12%).



In the UK, the cornerstone of NCC Group Escrow, has seen revenue growth in line with expectations at 5% (April 2014: 7%). In North America revenue grew by 10% (April 2013: 3%) and in mainland Europe, the smallest part of the Escrow Division, revenue declined mostly due to currency fluctuations, by 3% (April 2014: grew 2%).



The Assurance Division continues to perform strongly with an 18% increase in revenue (April 2014: 16%).



The number of Security Consultants within the Assurance Division has grown in the period and will continue to do so, with over another 30 new Consultants due to start in North America alone. As importantly the Group's retention rate continues to run at close to 90%.



The Assurance Division's overall combined order book and renewals base currently stands at £36.3m (March 2014: £30.6m), excluding the recent acquisition of Accumuli. This includes the security consulting and testing businesses combined order book of £29.5m (March 2014: £24.1m). The load and performance testing unit's renewals base is £6.8m for the year ended 31 May 2015 (March 2014: £6.5m).



The Domain Services Division remains on track. This Division provides an end-to-end solution for all of an organisation's domain requirements and a unique secure gated community for companies to offer improved security enabling their end users and customers to interact with them, over the Internet, safely and securely.



The Group has been successful at providing its data escrow services and domain abuse monitoring services, Domain Secure, to customers and is already seeing the benefits of the acquisition of Open Registry.



The Group is firmly committed to providing a secure security solution to those brands and organisations looking to exploit the opportunity for more secure communications with their customer base. It is helping a number of companies look at their longer term domain strategy, which ultimately will result in them applying for their own domain when ICANN open the next generic top level domain ("gTLD"), application process.



This consultancy process involves determining the suitability and capability of organisations to join the .trust community, which became live in March. A number of corporates are in advanced discussions with the Group. However, the process of migration to .trust, or any new domain, is very time consuming and needs to be carefully planned and managed.



The development of the infrastructure and tooling required to operate the secure environment remains on plan, with the systems, processes and environments required to run the .trust community nearing completion. As anticipated the development of the product suite will be completed by the end of the first quarter of the next financial year to 31 May 2016.



The Board expects this Division to be close to break even in financial year 2015/16, as it achieves a critical mass of customers buying different services as well as joining the .trust community.



The Group has invested a total of £9.8m in the project during the year to date, (total investment to date £18.1m) of which £3.9m has been expensed in the current financial year. The current year's capital investment will be reduced by £3.0m after accounting for the compensation for the Group's withdrawal of its application for a new gTLD.



The Group expects to report its full year results, including one month from Accumuli, for the 12 months to 31 May 2015 on Thursday, 9 July 2015.

Final Results
RNS
RNS Number : 5577S
NCC Group PLC
09 July 2015



9 July 2015



NCC Group plc


Strong international organic growth and operating performance drive dividend up 14%



NCC Group plc (LSE: NCC), the international, independent provider of Escrow, Assurance and Domain Services, has reported its full year results for the 12 months to 31 May 2015.



Highlights

§ Group revenue increased by 21% (2014: 12%) to £133.7m (2014: £110.7m) - organic growth18% (2014: 12%)

o Escrow revenue grew by 5% to £32m (2014: 7%)

o Assurance up by 21% to £97m (2014: 13%), organic growth up 18% (2014: 13%)

§ Adjusted Group operating profit* £26.4m (2014: £26.0m)

o Escrow and Assurance - combined operating profit up 11% to £33.1m (2014: £28.1m) including central costs

o Domain Services operating expenditure of £4.9m (2014: £2.1m)

§ Group reported operating profit £22.6m (2014: £24.1m)

§ Group adjusted pre-tax profit* £25.5m (2014: £25.3m)

§ Adjusted fully diluted earnings per share 9.4p (2014: 9.3p)

§ Total dividend up 14% to 3.98p (2014: 3.5p)

§ Accumuli plc acquired 30 April 2015 - substantially strengthens security capabilities

§ Domain Services transformed:

o .trust acquired and launched as a secure gated community

o Compensation received for withdrawal of .secure domain application

o Open Registry acquired in January 2015

o Division now provides an end to end, secure total domain solution

§ Employee numbers increased by 40% to 1,388 worldwide



Outlook for 2015/2016

§ Group's global reach and product range provides a platform for sustained long term growth and value

§ Total of Group's renewal forecasts and order book up 18% to £62.7m (2014: £53.0m)



*Operating profit and margin is adjusted for amortisation of acquired intangibles of £2.2m (2014: £2.1m), exceptional items of £0.6m loss (2014: £1.3m profit) and share-based payment charges of £1.0m (2014: £1.1m). Pre-tax profit is adjusted for these items and the unwinding of the discount on the acquisitions' contingent consideration of £0.3m (2014: £0.1m).



Rob Cotton, Group Chief Executive, comments:



"The Group has achieved yet another record year of strong international growth. We have completed a number of strategic developments and welcomed two very complementary businesses to the Group - Accumuli and Open Registry.



"Our two established businesses - Escrow and Assurance - saw organic revenue growth of 5% and 18% respectively, which together produced an 11% jump in adjusted operating profit before accounting for Domain Services.



"Our emerging business - Domain Services - has been transformed and is well positioned to take advantage of the significant changes across the Internet as thousands of new Top Level Domains become available over the next few years.



"We have increased our total dividend by 14%. Since the Group's flotation in July 2004, the dividend has increased from 0.42p to 3.98p, a compound annual growth rate of 25%.



"Our forward visibility has continued to increase and for the Group as a whole, renewals and order books now stand at £62.7m - we are confident of delivering another year of strong growth."

9 Jul Canaccord... 260.00 Buy

NCC Group PLC (NCC:LSE) set a new 52-week high during today's trading session when it reached 255.00. Over this period, the share price is up 22.70%.

Shares - At 259p , we continue to see NCC as the best UK-quoted play on the long-run cyber security theme.

NCC Group PLC (NCC:LSE) set a new 52-week high during today's trading session when it reached 276.75. Over this period, the share price is up 42.71%

Trading update
RNS
RNS Number : 3042C
NCC Group PLC
15 October 2015



15 October 2015



NCC Group



Trading update



NCC Group plc (LSE: NCC or "the Group"), the international, independent provider of Escrow, Assurance and Domain Services, has published a trading update, covering the four months from 1 June 2015 to 30 September 2015.



Group revenues increased by 48% (September 2014: 13%) to £58.5m (September 2014: £39.5m) with organic growth up 17% (September 2014: 13%). Both the Escrow and Assurance Divisions showed strong organic revenue growth for this period, up 8% and 19% respectively.



The integration of Accumuli is now largely completed, ahead of schedule, with the Group already benefitting both operationally and financially.



Domain Services recorded a 60% increase in organic revenue from a low base, driven by its managed service capabilities. This will now be the Group's core focus given the continuing well documented delays in the development of the domain services markets.



Rob Cotton, Group Chief Executive, comments:



"Our cash generative Escrow business saw a notably strong first four months, traditionally its weakest trading period, whilst the Assurance Division continued to show impressive double digit organic growth, driven by a growing market and our increasing capabilities.



"The integration of Accumuli, acquired in May 2015, is almost complete with the Group gaining both operational and financial synergies.



"The delays in the domain services markets are frustrating but our strategy remains sound. In only a few years there will be thousands of new domains, which brand owners and corporate entities as well as government bodies will need to manage - we have all the capabilities to address all of their requirements.



"We remain on course to sustain our double digit organic growth and strong cash generation and are set to meet our expectations for the financial year to 31 May 2016."



The Escrow Division continued to perform strongly. Revenue grew by 8% (September 2014: 5%) to £10.5m (September 2014: £9.7m) and renewals are now forecast to be £19.0m for the current financial year (September 2014: £18.3m.)



The global verification order book continues to be solid, with good prospects throughout. It now stands at £2.7m (September 2014: £2.7m).



Group Escrow termination rates continue to be around 11% for contracts (September 2014: 12%).



In the UK, the cornerstone of the Division, revenue grew by 8% (September 2014: 5%). In North America revenue grew by 9% (September 2014: 4%) and in mainland Europe, the smallest part of the Escrow Division, revenue grew by 7% (September 2014: decline of 8%).



The Assurance Division continues to perform strongly with a 57% increase in revenue (September 2014: 14%) to £46.0m (September 2014: £29.2m). Excluding Accumuli, organic growth has been 19% (September 2014: 14%).



Importantly, the Group's security consultancy retention rate continues to run close to 90%.



The Division has seen its early investments over the last nine months in Threat Analytics, Cyber Defence Operations and Red Teaming all paying dividends. These emerging areas are of real importance. The Group will continue to recruit in these specialties, as they are expected to become important revenue streams.



Accumuli has been largely integrated into the Group, with natural homes being found for all the component parts and with some of its management taking senior roles in the combined organisation. The Group as a whole is already seeing both operational and financial benefits from this acquisition.



The Assurance Division's combined order book and renewals base currently stands at £50.2m or £42.4m excluding Accumuli (September 2014: £30.4m). This includes web performance renewals of £7.0m for the year ended 31 May 2015 (September 2014: £6.8m) and £6.1m of Accumuli renewals and maintenance.



The Domain Services division continues to evolve and develop rapidly. Revenue jumped to £2.1m (September 2014: £0.6m), an increase of 60% on an organic basis.



The Division provides an end-to-end solution for all of an organisation's domain requirements. Apart from the complete, unique, .trust secure community that the Group offers for organisations' web estates, NCC Group also offers managed services which actively monitor an organisation's existing web perimeter, as well as full registry, registrar services along with total compliance with ICANN requirements.



The Division has been impacted by delays in the development of the domain services markets, particularly the roll out of the branded top-level domains. The delays, part ICANN enforced, are mostly due to brand owners not knowing how best to use their domains, waiting for the competition or suffering from a lack of understanding of the security benefits that branded domains can offer.

Consequently Open Registry and trust revenues have not met the Group's initial expectations. However, the managed security services have continued to develop successfully and have been further enhanced with the addition of Accumuli managed services platform and portal to its product set.

In the short term the Group is now more focussed on providing a managed security solution in the domain services sector and is slowing the rate of investment into the new infrastructure and gTLD opportunities until the market is further advanced.



The Board expects this Division to continue growing as it expands the managed service offerings and whilst revenues will be lower than anticipated the cost base will also be correspondingly reduced.



The Group's net debt increased, as expected, to £65.3m (September 2014: £37.1m) against a total debt facility of £80.0m. This reflects the acquisition of Open Registry and Accumuli in the second half of last financial year.



The Group expects to report its half-year results, for the six months to 31 November 2015 on Thursday, 21 January 2016.

15 Oct Liberum Capital 275.00 Buy
15 Oct Canaccord... 300.00 Buy

Downgrade from buy to hold. 20 Oct Liberum Capital 275.00 Hold

NCC Group PLC (NCC:LSE) set a new 52-week high during today's trading session when it reached 284.00. Over this period, the share price is up 48.11%.

3 Nov Peel Hunt 310.00 Buy

4 pages in this weeks Shares about cyber crime .

EUR133.25 million acquisition of Fox-IT Holding BV
RNS
RNS Number : 7238G
NCC Group PLC
24 November 2015



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

24 November 2015

€133.25 million acquisition of Fox-IT Holding B.V.

Firm Placing and Placing and Open Offer to raise £126.3 million (gross)



NCC Group plc (LSE: NCC or "NCC Group"), the international, independent provider of Escrow, Assurance and Domain Services, has (through its subsidiary, NCC Group (Solutions) Limited) entered into an agreement to acquire Fox-IT Holding B.V. ("Fox"), a leading provider of high-end cyber security solutions, for a total consideration of approximately €133.25 million (£93.5 million).



NCC Group intends to raise £126.3 million (gross) through a Firm Placing and Placing and Open Offer at the Issue Price of 275 pence per New Ordinary Share.



Highlights

· Fox and its subsidiaries (together, the "Fox Group"), headquartered in Delft (the Netherlands), are a leading provider of high-end cyber security solutions comprising of cyber security products, managed security services, advanced threat intelligence, forensics and incident response, 'Sovereign Cryptography' and professional services.

· The Fox Group has a strong reputation and brand with a client base, including government security departments and global organisations.

· The acquisition is a key strategic development in NCC Group's aspiration to become the leading player in the expanding global cyber security market.

· Advanced persistent threats are driving security spending, with a focus on threat intelligence and 'big data' security analytics, beyond traditional security information and event management.

· The Fox Group provides NCC Group with a step change in its ability to provide contextual security analysis, advanced threat intelligence and online fraud detection.

· The acquisition will also provide NCC Group with the potential to:

o replicate service lines internationally;

o diversify into an area of complementary services and products; and

o provide a complete security proposition to customers globally.

· NCC Group and the Fox Group have complementary client bases creating multiple cross-selling opportunities

· Total consideration of approximately €133.25 million (£93.5million).

o c. €108.25 million paid in cash on completion, subject to a completion accounts adjustment mechanism.

o A further €10 million in cash payable and €2.5 million in NCC Group Ordinary Shares to be issued on each of the first and second anniversaries of completion.

· Funded by:

o Firm Placing raising £63.1 million (gross).

o Placing and Open Offer raising £63.2 million (gross).

o New multibank facilities: £80 million RCF and £30 million term loan.

· Earnings enhancing in the medium term - pre revenue synergies.

· The Issue is being fully underwritten by Peel Hunt.



Rob Cotton, NCC Group Chief Executive commented:



"This is a unique opportunity to acquire a leading, substantial European cyber security business that focusses on security analysis and threat intelligence; at a time that organisations globally are only now beginning to appreciate that they need to be proactive, not reactive, in dealing with cyber security.



"Fox has an impressive reputation and brand with a high quality client base, including government security departments and global organisations. The business also has a range of complementary professional and managed services and products which we aim to distribute internationally.



"The addition of Fox, with its quality management team, 250 technical security experts and personnel and high assurance cryptology and forensics capabilities, enables us to take a further substantial step towards our aspiration of becoming the leading player in the expanding global cyber security market."



Analyst call

NCC Group will be hosting a conference call for analysts and institutional investors at 8.30 a.m. today. Please contact Hannah Franklin at Instinctif Partners on 0207 457 2040 or email Hannah.franklin@instintif.com.



This announcement will be made available on the NCC Group website at (www.nccgroup.trust) later today.

NCC Group PLC (NCC:LSE) set a new 52-week high during today's trading session when it reached 305.75. Over this period, the share price is up 54.58%