4th November 2008
Third Leading Security and Testing Operation Acquired
PRESS RELEASE

NCC Group plc (LSE:NCC, "NCC Group" or "the Group"), the international independent provider of Escrow Solutions, Assurance Testing and Consultancy, has acquired Next Generation Security Software Ltd ("NGSS"), a security and testing company, for a maximum consideration of up to £10.0m in cash.

This is the third acquisition by NCC Group in less than two years and as well as complementing its own capabilities in the network, testing and software secruity market, it will also substantially strengthen the Group's position in this fast growing sector.

NGSS is a leading software security specialist and research consultancy providing security advice and practical assistance to a range of public and private organisations to ensure their systems, networks and web sites are secure. NGSS also provides strategic intelligence services to various government agencies.

NGSS' services include Penetration Testing, Infrastructure and Application Assessment, Cryptography Evaluation, BlackBerry Assessment, Forensics, PCI Testing and Wireless Review. NGSS' research department has developed a number of sophisticated and advanced IP software products and solutions providing organisations with state-of-the-art auditing and protection against both current and emerging security threats.

The initial consideration payable on completion subject to NGSS' cash balance is up to £5.2m, with a further performance related payment of up to £4.8m. The latter is expected to be paid in August 2009. The acquisition will be financed from NCC Group's existing debt facilities and internally generated cashflow.

In the year ended 31 May 2008, NGSS generated revenue of £5.2m and profit before tax of £0.5m. NCC Group expects that the business should contribute over £0.9m of profit before tax on revenues in excess of £6.0m in its first 12 months of NCC Group ownership, before any investment. As at 31 May 2008, NGSS had gross assets of £2.4m. The business is net working capital positive on acquisition.

NGSS, established in 2001, is based in Sutton, Surrey and employs 52 people, including 37 testers some of whom are based in offices in the US, Australia and Scotland. Its clients include a number of blue chip businesses such as Microsoft, Comic Relief, Commerzbank, McAfee and Centennial Software.

Stuart Moss of Rickitt Mitchell advised NCC Group plc on the acquisition of NGSS.