First Day of Dealings

NCC Group PLC
14 July 2004

The information contained herein is restricted and is not for publication,
release or distribution in the United States of America, Canada, Australia or
Japan or their respective territories and possessions


NCC Group first day of unconditional dealings on AIM


Unconditional dealings in the shares of NCC Group plc ('NCC Group' or 'the 
Group'), a leading Manchester-based independent provider of IT assurance, 
security and consultancy services, start today on AIM.



Placing statistics

• Placing price per ordinary share.                                         170p
• Total number of shares placed on behalf of the Group                12,604,185
• Total number of shares placed on behalf of the selling shareholders  9,865,900
• Percentage of the Enlarged Share Capital placed                          68.9%
• Amount raised by institutional placing                             £38,199,144
• The market capitalisation at the placing price                     £55,427,114
• Number of shares in issue on admission                              32,604,185
• Net proceeds received by the Group                                 £19,737,765



Dresdner Kleinwort Wasserstein is the nominated adviser, broker and underwriter
and with Rickitt Mitchell & Partners is joint financial adviser.



                                                                    14 July 2004



Enquiries:

NCC Group  (www.nccgroup.com)                                      0161 209 5432
    Rob Cotton, Chief Executive
    Paul Edwards, Group Finance Director


Dresdner Kleinwort Wasserstein                                     020 7623 8000
    Charles Batten/Chris Airey


Rickitt Mitchell & Partners                                        0161 834 0600
    Stuart Moss


College Hill
    Adrian Duffield/Clare Warren                              020 7457 2815/2055






Note to editors



Group business summary



•         The Group operates under the banner of 'Assure, Secure, Advise' and
provides a range of related products and services that enable customers to
better manage information technology ('IT') assurance and security. This is of
increasing importance to organisations as IT solutions become both more complex
and business critical.



•         The Group, which provides services to both the public and private
sectors in the UK, is organised into three divisions: escrow solutions, testing
solutions and consultancy.



•         The escrow solutions division is the UK's leading provider of software
escrow solutions. A software escrow provider holds the source code to business
critical software applications on behalf of users of the software.  It enables
the users of the Group's service to gain access to this vital information
should, for example, the software licensor go into receivership or fail to
maintain the application.



•         The Group provides this software escrow service to over 9,500
beneficiaries, including 88 of the companies within the FTSE 100.



•         NCC Group is the leader in the UK software escrow solutions market
with sales of £7.5 million in the year ended 31 May 2004.  Gartner Consulting
quantified the potential addressable size of the UK software escrow market at
between £65 million and £85 million(1).



•         The Group's testing solutions division provides a range of IT
assurance and security services to its clients, including source code
verification testing, network security testing and other specialist testing
services.



•         The consultancy division provides day-rate based independent IT and
business systems consultancy services to a predominantly public sector client
base.



(1)     Based upon primary research undertaken by Gartner Consulting in May
2004.  Opinions expressed by Gartner Consulting may differ from those published
by Gartner Research.



The contents of this announcement, which has been issued by NCC Group plc and is
the sole responsibility of NCC Group, have been approved solely for the purposes
of Section 21 (2) (b) of the Financial Services and Markets Act 2000 by Dresdner
Kleinwort Wasserstein Limited of 20 Fenchurch Street, London EC3P 3DB ('DrKW').



DrKW is acting for NCC Group and no one else, in connection with the placing of
ordinary shares in NCC Group issued and to be issued in connection with such
placing (the 'Shares') and admission of the Shares to trading on the Alternative
Investment Market of the London Stock Exchange (the 'Placing') and will not be
responsible to anyone other than NCC Group, for providing the protections
afforded to clients of DrKW, nor for giving advice in relation to the Placing or
any information contained herein.



This announcement does not comprise listing particulars, an admission document
or a prospectus relating to NCC Group and does not contain or constitute or form
part of any placing or invitation, or any solicitation of a placing, for
securities and should not be relied on in connection with any contract or
commitment whatsoever. Any purchase of or subscription for securities of NCC
Group pursuant to the Placing should be made only on the basis of the
information contained in the formal admission document and any supplements
thereto to be issued in connection with the Placing. The price and value of, and
the income from, securities may go down as well as up. Persons needing advice
should consult a professional adviser.



This announcement is not an offer of securities for sale in the United States.
The Shares have not been and will not be registered under the US Securities Act
of 1933, as amended, (the 'Securities Act') and may not be offered or sold in
the United States unless registered under the Securities Act or pursuant to an
exemption from such registration. No public offering of the Shares is being made
in the United States.



This announcement is not an offer of securities for sale in Canada, Japan or
Australia. The Shares will not qualify for distribution under any of the
relevant securities laws of Canada or Japan nor has any prospectus in relation
to the Shares been lodged with the Australian Securities and Investment
Commission. Accordingly, absent registration or an available exemption from such
requirements, the Shares may not be offered or sold, directly or indirectly, in
or into Canada, Japan or Australia.



The Placing and the distribution of this announcement and the other documents or
other information relating to the Placing may be restricted by law in certain
jurisdictions.



No action has been taken by NCC Group or DrKW that would permit the Placing, any
placing of the Shares and/or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing and/or the
Shares in any jurisdiction where action for that purpose is required, other than
to certain investors in the United Kingdom. Persons into whose possession any of
the documents or other information contained herein comes are required by NCC
Group to inform themselves about and to observe any such restrictions.



This announcement may include 'forward-looking statements'. All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding NCC Group's financial position, business
strategy, plans and objectives of management for future operations (including
development plans and objectives relating to NCC Group's products and services)
are forward-looking statements.



By their nature, such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause the actual
results, performance or achievements of NCC Group to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. These factors include but are not limited to those
described in the formal admission document to be issued in connection with the
Placing.



Such forward-looking statements are based on numerous assumptions regarding NCC
Group's present and future business strategies and the environment in which NCC
Group will operate in the future. These forward-looking statements speak only as
at the date of the document or other information concerned. NCC Group expressly
disclaims any obligations or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein, to reflect any changes in
NCC Group's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.



Information in this announcement or any of the documents relating to the Placing
and/or the Shares cannot be relied upon as a guide to future performance.




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