NCC GROUP PLC

Major Shareholding Notification • Mar 24, 2015

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RNS Number : 3427I

NCC Group PLC

24 March 2015

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:	NCC Group plc ("NCC Group")
(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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	NCC Group plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	23 March 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"	No

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.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of one pence each in the capital of NCC Group ("Ordinary Shares")
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	N/A	Nil	N/A
(2) Cash-settled derivatives:	Nil	N/A	Nil	N/A
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	N/A	Nil	N/A
TOTAL:	Nil	N/A	Nil	N/A

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).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         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:

3 (a) Interests in Ordinary Shares held by directors of NCC Group

Name of NCC Group Director	Number of existing Ordinary Shares	% of total existing NCC Group issued share capital
Paul Mitchell	629,600	0.30
Rob Cotton	5,396,555	2.58
Atul Patel	83,530	0.04
Debbie Hewitt MBE	33,990	0.02
Thomas Chambers	19,000	0.01
Total	6,162,675	2.95

3 (b) NCC Group directors' rights to subscribe to Ordinary Shares

Name	Date granted	NCC Group Share Scheme	Option exercise price (pence)	Number of NCC Group Shares	Exercise period
Rob Cotton	9 July 2012	LTIP	100p on each occasion of exercise	321,492	1 June 2015 to 9 July 2016
Rob Cotton	8 July 2013	LTIP	100p on each occasion of exercise	312,727	1 June 2016 to 10 July 2017
Rob Cotton	5 August 2013	Sharesave	113.27p per share	7,945	1 October 2016 to 31 March 2018
Rob Cotton	5 August 2014	Sharesave	151.67p per share	5,933	1 October 2017 to 31 March 2018
Rob Cotton	6 August 2014	LTIP	100p on each occasion of exercise	228,432	1 June 2017 to 6 August 2018
Atul Patel	9 July 2012	LTIP	100p on each occasion of exercise	149,532	1 June 2015 to 9 July 2016
Atul Patel	8 July 2013	LTIP	100p on each occasion of exercise	145,454	1 June 2016 to 10 July 2017
Atul Patel	5 August 2014	Sharesave	151.67p per share	11,867	1 October 2017 to 31 March 2018
Atul Patel	6 August 2014	LTIP	100p on each occasion of exercise	101,579	1 June 2017 to 6 August 2018

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.         OTHER INFORMATION

(a)        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

(b)        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: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	24 March 2015
###### Contact name:	Helen Nisbet
###### Telephone number:	0161 209 5251

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.

This information is provided by RNS

The company news service from the London Stock Exchange

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