143211.01 FORM 8 (OPD)


PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the 'Code')


  1. KEY INFORMATION


    (a) Full name of discloser:

    OpSec Security Group Plc (the 'Company')

    (b) Owner or controller of interests and short positions disclosed, if different from 1(a):

    The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

    N/A

    (c) Name of offeror/offeree in relation to whose relevant securities this form relates:

    Use a separate form for each offeror/offeree

    OpSec Security Group Plc

    (d) Is the discloser the offeror or the offeree?

    OFFEREE

    (e) Date position held:

    The latest practicable date prior to the disclosure

    8 October 2015

    (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

    If it is a cash offer or possible cash offer, state 'N/A'

    N/A


  2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE


    If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.


  3. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates


    Class of relevant security:

    Interests

    Short positions

    Number

    %

    Number

    %

    (1) Relevant securities owned and/or controlled:

    0

    0

    0

    0

    (2) Cash-settled derivatives:

    0

    0

    0

    0

    (3) Stock-settled derivatives (including options) and agreements to purchase/sell:

    0

    0

    0

    0


    TOTAL:

    0

    0

    0

    0


    All interests and all short positions should be disclosed.


    Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

    Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).


  4. Rights to subscribe for new securities

  5. Class of relevant security in relation to which subscription right exists:

    None

    Details, including nature of the rights concerned and relevant percentages:

    None


    Name

    Number of Ordinary Shares

    Percentage of issued share capital

    EBT

    2,514,429

    2.07%

    Mike Angus

    1,468,169

    1.45%

  6. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE


    Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:


    The Directors of the Company and the Opsec Security Group Employee Benefit Trust ('EBT') are interested in the following number of ordinary shares of 5 pence each ('Ordinary Shares')


    The Directors of the Company are interested in the following options over Ordinary Shares ('Options')


    Name

    Number of Options

    Exercise Price

    Expiry Date

    Richard Cremona

    4,000,000

    £0.38

    30 September 2024

    Mike Angus

    1,500,000

    £0.38

    30 September 2024

    Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).


    Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).


  7. OTHER INFORMATION

    1. Indemnity and other dealing arrangements


      Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'


      None

    2. Agreements, arrangements or understandings relating to options or derivatives


      Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

      If there are no such agreements, arrangements or understandings, state 'none'


      None

    3. the voting rights of any relevant securities under any option; or

    4. the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:


    5. Attachments

    6. Are any Supplemental Forms attached?


      Supplemental Form 8 (Open Positions)

      NO

      Supplemental Form 8 (SBL)

      NO


      Date of disclosure:

      8 October 2015

      Contact name:

      Mike Angus

      Telephone number:

      +1 720 394 2803


      Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.


      The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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