Acquisition

NCC Group PLC
03 January 2006


NCC Group PLC


Acquisition of US escrow software business


NCC Group plc ('NCC Group'), the independent provider of IT assurance, security
and consultancy services, has acquired the US based software escrow solutions
business of Recall Total Information Management Inc. ('Recall'), a subsidiary of
Brambles Industries plc, for a maximum consideration of $5.4million (£3.0
million) in cash.


Based in San Jose, California, Recall's software escrow business principally
focuses on the provision of escrow solutions to software vendors and software
customers, both on the West Coast and throughout the US.  Since its formation in
1984, the business has successfully established itself as a leading supplier of
escrow solutions in the US and is one of the top five providers in the market.


The business is expected to report revenues of $1.45 million, including in the
region of $1.1 million of annual recurring revenues, in the year to 31 December
2005.  It is anticipated that the business will contribute over $750,000
(£425,000) of profits for a full year, before investment by NCC Group. The
business is net working capital neutral on acquisition.


The acquisition of the US business marks a significant move for NCC Group as it
looks to take its successful escrow business template outside the UK and
continental Europe and into the US.  NCC Group believes that the model in the US
is different from the UK where there is less active selling but a higher demand
for the service.


NCC Group's experience of US clients, serviced out of the UK, is that they
respond extremely well to its account management approach which in turn leads to
tremendous opportunities to sell in high value verification services as has been
witnessed by the Group's success in the UK.  NCC Group will be implementing the
account management and verification testing models into the US during 2006.  In
addition NCC Group will be improving the product offering in the US and will be
instituting integrity testing of all code to further add value to the
proposition sold.


The software escrow business is a more widely established concept in the US than
in the UK and continental Europe.  Although there are a number of operators, the
market is fragmented with plenty of growth potential, particularly in the field
of verification testing and providing services to licensees, areas of notable
strengths for NCC Group.


The existing local management team will stay with the business with NCC Group
benefiting from their US market experience.


NCC Group expects to publish its Interim Results for the six months to November
2005 during the week commencing 23 January 2006.


Rob Cotton, NCC Group Chief Executive, said:


'The Recall Escrow Solutions business has the same basic ingredients as our
business model did five years ago.  Our experience of developing the UK market
combined with a solid renewals base in the US provides us with the ideal
opportunity to establish a credible presence in the US market.  We have proven
expertise of not only exploiting verification testing to complement our escrow
contracts income but targeting licensees of software to further improve
penetration.  This is an exciting prospect for the Group, which we expect will
be earnings enhancing within 2006.'


                                                                  3 January 2006



Enquiries:

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

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




Note to editors


Software escrow



A software escrow agreement is a contract made between three parties: the
software vendor (the licensor), the software customer (the licensee) and an
independent third party (the escrow agent, such as NCC Group). Under the terms
of the agreement, the licensor agrees to send a copy of the source code to the
escrow agent and the escrow agent agrees to hold the source code securely, and
to release it to the licensee only in the event of certain predefined trigger
events. These include the insolvency of the licensor or its failure to provide
support services as defined in the software license agreement.



Source code is one of two software application codes.  It is the humanly
readable version of the software written in a computer programming language
intelligible to the software engineer. The software vendor almost always
withholds the source code from users as access to it could enable the creation
of a competing product. The source code is essential in rectifying any problems
arising with the software application.



Verification testing



Verification services are designed to provide customers with an increasing level
of assurance, over and above that which they receive through the basic integrity
testing included within escrow solutions agreement, ensuring that the software
source code held in escrow is correct and complete, should a trigger event
occur.



Within NCC Group's offerings, different levels of verification are available
depending on customer requirements. For example, under its most popular full
verification service, NCC Group, with the consent and support of the licensor,
compiles the source code and builds it into the licensee's application. The
licensee would then test the escrow-built application to ensure it is fully
functional and correct. A full report of the process is sent to both the
licensee and the licensor.









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