Manchester-based global cyber security firm NCC Group plc announced it has completed the sale of its Escode business to TDR Capital LLP for total enterprise value of £275 million, and an aggregate gross consideration of £309.1 million.
NCC said estimated net proceeds of the sale after transaction costs were £253 million.
The company said it intends to return £185 million to shareholders.
“The Board’s decision on the method of return will be made upon finalisation of the Cyber review … ” said NCC.
“The Board has consulted with shareholders representing approximately 70% of the Company’s issued share capital on a potential return of excess capital.
“The Board has determined that £185m is the appropriate level of capital return, balancing shareholder distributions with the need to reimburse costs already incurred, maintain a resilient, debt-free balance sheet for the standalone Cyber business, and right-size the cost base, with phased cost rationalisation and associated cash costs following the Escode disposal and transitional arrangements.
“No proceeds are being retained specifically for M&A. While this may change with time, the Board has no current plans to embark on any M&A activity and the focus is on organic growth and profit improvement of the retained Cyber business.
“The method for the proposed return of capital remains subject to the Board’s decision, which will be made upon finalisation of the Cyber review, and will be made in accordance with applicable laws and regulations.”
