Manchester-based cybersecurity expert NCC Group has announced plans to return £185 million to its shareholders following the completion of the £253 million sale of its Escode division and two other disposals since 2024 which bring total receipts to £349m.
The proposal follows an earlier £40 million share buyback and includes a capital reduction that will create approximately £225 million of distributable reserves. Subject to shareholder approval and court confirmation, the company intends to launch a £170 million tender offer at 145 pence per share alongside an additional £15 million share buyback.
The tender offer represents an 11% premium to NCC Group’s most recent closing share price and, if fully subscribed, could result in the repurchase and cancellation of up to 41.2% of the company’s issued share capital. Such a move would significantly reduce the group’s equity base. The board has confirmed that company directors will not participate in the tender offer and has chosen not to recommend whether shareholders should accept the offer, leaving individual investors to decide whether to realise immediate value or retain their investment for future growth.
READ MORE: BGF-backed takeover at former Prolific North Tech Award winning app maker
The company’s outlook continues to be affected by weaker financial performance, including declining revenue and operating losses. These challenges are partly offset by strong and improving free cash flow generation and a balance sheet that remains fairly healthy despite the revenue challenges., alongside a relatively high price-to-earnings ratio.
NCC Group plc provides cyber resilience, software escrow and digital assurance services to organisations around the world. The company helps businesses identify, manage and respond to cyber threats while supporting operational resilience across a broad range of industries.
Following the disposal of its Escode business, NCC Group is reshaping its operations to focus more closely on its core cybersecurity and risk mitigation activities while returning surplus capital to shareholders.
Guy Ellis, chief financial officer at NCC Group, said: “The tender offer provides qualifying shareholders who wish to reduce their holdings of ordinary shares with an opportunity to do so at a market-driven price with a premium.”
He added: “The tender offer enables ordinary shares to be sold free of commissions or charges that would otherwise be payable if qualifying shareholders were to sell their ordinary shares through their broker.”
