IRREVOCABLE UNDERTAKING

Transcription

1 IRREVOCABLE UNDERTAKING To: Orca Bidco Limited (company number ) Investcorp House 48 Grosvenor Street London, United Kingdom W1K 3HW and Canaccord Genuity Limited 88 Wood Street London EC2V 7QR From: Aerion Fund Management Limited, in its capacity as the investment manager of National Grid UK Pension Scheme Trustee Limited in its capacity as the trustee of National Grid UK Pension Scheme 36 Queen Street London, EC4R 1BN Date: 29 th October Introduction We are an an institutional investor in OpSec Security Group plc and we refer to the proposed offer (the Offer ) to be made by or on behalf of Orca Bidco Limited (the Offeror ) for the entire issued share capital of OpSec Security Group plc (the Company ) not already held by it or which it has otherwise contracted to acquire, substantially on the terms and conditions set out or referred to in the announcement made today, as modified with the agreement of the Offeror and the Company (the Announcement ). 2 Undertakings 2.1 We represent and warrant to the Offeror that: we are the registered and/or beneficial owner of 2,522,163 ordinary shares of 5 pence each in the capital of the Company (the Committed Shares ) with full power and authority to exercise, or cause the registered owner to exercise, the voting rights in respect of such shares and to transfer or cause the registered owner to transfer such shares free from all liens, equities, charges, encumbrances, options, rights of preemption and any other third party rights or interests whatsoever without recourse to any third party and together with all rights now and hereafter attaching or accruing to them. Details of the Committed Shares are set out in Schedule 1 to this Undertaking; KWM draft (1): 13 October 2015

2 (d) save for the Committed Shares set out in Schedule 1 to this Undertaking, we have no interest in, and are not otherwise able to control the exercise of rights attaching to, any shares or securities of the Company; we have no options over or rights to subscribe for any shares or other securities in the Company; and we have all relevant power and authority (free from any legal or other restrictions) to enter into this Undertaking and to perform the obligations contained in it in accordance with its terms. 2.2 For the purposes of paragraph 2.1, the determination of whether or not we have an interest or are interested in shares or securities will be determined in accordance with section 820 and sections 822 to 825 inclusive Companies Act Undertaking to accept the Offer 3.1 We hereby undertake to the Offeror to accept or cause the registered owner to accept the Offer in respect of all the Committed Shares, including without limitation: where the Offer is implemented by way of a scheme of arrangement pursuant to section 895 Companies Act 2006 (a Scheme ), to: (i) (ii) vote or cause the registered owner to vote in person or by proxy (whether on a show of hands or via a poll), the Committed Shares in favour of any resolutions proposed by the Company at any shareholder or court meeting required for the implementation of the Scheme and the matters ancillary thereto (including, without limitation, to approve the Scheme, and to amend the Company s articles of association); and within five days after posting of the circular to be sent to shareholders of the Company (the Circular ) containing an explanatory statement in respect of the Scheme, complete and return or procure that the registered owner completes and returns the forms of proxy to vote in favour of all resolutions proposed by the board of directors of the Company in relation to the Scheme and any matter ancillary thereto; or (d) where the Offer is implemented by way of a takeover offer under the City Code on Takeovers and Mergers (the City Code ) within the meaning of section 974 Companies Act 2006 (a Takeover Offer ), not later than 3.00 p.m. on the fifth day after posting of the formal document containing the Offer (the Offer Document ) to complete and deliver or procure that the registered owner completes and delivers to the Offeror forms of acceptance of the Offer (in accordance with its terms) in respect of the Committed Shares; or irrespective of whether the Offer is implemented by way of a Takeover Offer or a Scheme, to arrange for the Committed Shares to be transferred via the CREST system if held in uncertificated form (or, where the Committed Shares are held in certificated form, to deliver or arrange for the delivery of the relevant share certificate(s) in respect of the Committed Shares) in each case in accordance with the instructions set out in, as appropriate, the Offer Document or the Circular; or irrespective of whether the Offer is implemented by way of a Takeover Offer or a Scheme, to vote or cause the registered owner to vote in favour of any resolutions proposed at a general meeting of independent shareholders to approve the proposed arrangements between the Offeror and the employee benefit trust and option holders of

3 the Company as described in the Announcement and as required pursuant to Rule 16 of the City Code; or (e) (f) irrespective of whether the Offer is implemented by way of a Takeover Offer or a Scheme, to vote or cause the registered owner to vote in favour of any resolutions proposed at a general meeting of shareholders to approve the cancellation of admission to trading on AIM of the Company s shares and/or the re-registration of the Company from a public to a private company limited by shares; or irrespective of whether the Offer is implemented by way of a Takeover Offer or a Scheme, to vote or cause the registered owner to vote against any resolution or proposal to adjourn any shareholder, court meeting or general meeting of independent shareholders detailed under paragraphs or (d) or otherwise required to implement and effect the Scheme and its related arrangements as described in the Announcement. 3.2 Our undertaking is irrevocable but will lapse upon the occurrence of any of the events described in paragraph 3.4 or if the condition set out in paragraph 4 is not satisfied. 3.3 In order to secure the performance of the undertaking in paragraph 3, we irrevocably and by way of security appoint any director from time to time of the Offeror severally to be our attorney in our name or otherwise and on our behalf to accept the Offer (including, as appropriate, to sign any form or forms of acceptance and/or transfer relating to the Offer or to vote in favour of the Scheme) and generally to execute and deliver all other documents and do all such other acts and things as may be necessary for, or incidental to, our acceptance of the Offer in respect of the Committed Shares and/or the performance of our obligations under this Undertaking and we irrevocably undertake to ratify any such act if called upon to do so. 3.4 Our obligations under this Undertaking shall lapse (without prejudice to any liability for any existing breaches of those obligations): if the Offer Document or Circular (as the case may be) has not been posted on or before 28 days after the release of the Announcement or such longer period as the Panel may agree; or where the Offer is implemented by way of a Scheme, the Scheme or any resolution of the Company s shareholders upon the passing of which the implementation of the Scheme is dependent, is not approved by the requisite majority of shareholders of the Company at the relevant shareholder or court meeting; or where the Offer is implemented by way of a Takeover Offer, if the Offer, once made, lapses or is withdrawn without becoming unconditional in all respects. 4 Condition The undertaking in paragraph 3.1 and the appointment in paragraph 3.3 are conditional upon the issue of the Announcement on 28 October Dealings in the Shares and other shares of the Company 5.1 We shall not (except to the Offeror under the Offer) sell, transfer, charge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, charging, encumbering, granting of any option over or other disposition of all or any of the Committed Shares or any interest therein or enter into any agreement or arrangement with any other person, whether conditionally or unconditionally, to do all or any of such acts or purport to do so. 5.2 In relation to any of the Committed Shares which are not registered in our name and/or beneficially owned by us, we shall procure that no other person shall do or permit the doing of any of the acts or things referred to in paragraph 5.1.

4 6 Other action in relation to the Offer 6.1 We agree: (d) (e) (f) not, directly or indirectly, to encourage any person other than the Offeror to make any offer for any shares or other securities of the Company; not to take any action which prevents or delays or is otherwise prejudicial to the successful outcome of the Offer, or which may prevent or delay or be otherwise prejudicial to the successful outcome of the Offer; to immediately inform the Offeror if we become aware of any approach to us which may lead to an offer for the Company; not to enter into any discussion which would provide any information to any person who is considering making an offer for any shares or other securities of the Company; not to convene or requisition, or join in convening or requisitioning, any general or class meeting of the Company, without the consent of the Offeror; and to the extent that any of the Committed Shares are not registered in our name and/or beneficially owned by us, we will procure that the registered and/or beneficial owner(s) act in accordance with the terms of this Undertaking as if they were each specifically a party hereto. 7 Provision of information 7.1 We shall promptly provide to the Offeror all reasonable information relating to us and our interests and dealings in the shares of the Company required for the purposes of the preparation and publication of the Offer Document and/or the Circular (as appropriate). 7.2 We shall immediately notify the Offeror in writing of any material change in the accuracy or import of any information previously supplied to the Offeror by us. 8 Publicity 8.1 We understand that, in accordance with Rules 2.7, 24.3, 25.4 and 26 of the City Code, this Undertaking will be published on a website until the end of the relevant offer period and any related competition reference period (as defined for the purposes of the City Code) and that particulars of it will be contained in the Announcement and, as appropriate, the Offer Document and/or Circular. 8.2 We consent to the issue of the Announcement with the references to us and this Undertaking in the form and context in which they appear in the form of the Announcement. 8.3 Except to the extent required by any applicable law or regulation or by the City Code, we agree not to make any public announcement or communication in connection with the Offer, or concerning the Company and its subsidiary undertakings which is or may be material in the context of the Offer, without the Offeror s prior written consent. 8.4 We undertake to provide the Offeror with all such further information in relation to our interest and that of any person connected with us as the Offeror may require in order to comply with the rules and regulations of the Panel, the Companies Act 2006 and any other legal or regulatory requirements for inclusion in the Announcement and the Offer Document and/or Circular (as the case may be), or any other documents required in connection with the Offer. 8.5 We understand that the information the Offeror has given to us in relation to the Offer must be kept confidential until the Announcement is released or the information has otherwise become generally available. Before this time we will not base any behaviour in relation to any qualifying investments, related investments or relevant products (as defined in the Financial Services and Markets Act

5 2000 ( FSMA ) and the Code of Market Conduct made pursuant to FSMA) which would amount to market abuse for the purposes of section 118 of FSMA on the information. 9 Interpretation of the Offer and the Shares 9.1 In this Undertaking: the Offer shall include any amended, revised, extended, improved, increased, additional or other offer made by or on behalf of the Offeror for the shares of the Company; and the Committed Shares shall include any other shares in the Company attributable to or derived from the Committed Shares and any shares issued in respect of the Committed Shares or into which the Committed Shares may be converted as a result of any reorganisation of the share capital of the Company and any other shares or other securities of the Company in which we acquire an interest after the giving of this Undertaking. 9.2 For the avoidance of doubt, each of the terms of this undertaking shall apply equally to a Takeover Offer or a Scheme or otherwise in accordance with the City Code. 10 Time of the essence 11 Notices Time is of the essence in this Undertaking as regards any time, date or period specified in this Undertaking or subsequently substituted as a time, date or period by agreement in writing between the parties Any communication to be given in connection with this Undertaking shall be in writing in English and shall be delivered to us at 36 Queen Street, London, EC4R 1BN marked for the attention of operations@aerionfm.com and to the Offeror at its registered office marked for the attention of Hazem Ben-Gacem A communication sent according to paragraph 11.1 shall be deemed to have been received: if delivered by hand, at the time of delivery; or if sent by recorded delivery post, three Business Days after the date of posting; or if sent by recorded delivery airmail, five Business Days after the date of posting. If, under the preceding provisions of this paragraph 11.2, a communication would otherwise be deemed to have been received outside normal business hours in the place of receipt, being 9:30 a.m. to 5:30 p.m. on a Business Day (meaning a day other than a Saturday or Sunday or public holiday in England and Wales), it shall be deemed to have been received at 9:30 a.m. on the next Business Day. 12 Third Party Rights The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Undertaking. 13 Service of proceedings Service of any proceedings in connection with this Undertaking shall be valid if served on us at the address set out at the top of this letter.

6 14 Governing law This Undertaking and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales. 15 Jurisdiction The courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Undertaking.

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