SRG Security Res.

 
TIDMSRG 
 
Security Research Group plc 
 
                           ("SRG" or the "Company") 
 
   Proposed return of capital of up to GBP10,972,310 by way of a Tender Offer 
 
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR 
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH 
AFRICA AND JAPAN AND ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL 
(EACH A "RESTRICTED JURIDISCTION"). 
 
THE TENDER OFFER IS NOT AVAILABLE TO SHAREHOLDERS WITH A REGISTERED ADDRESS IN 
ANY RESTRICTED JURISDICTION. OVERSEAS SHAREHOLDERS SHOULD NOTE THAT THEY SHOULD 
SATISFY THEMSELVES THAT THEY HAVE FULLY OBSERVED ANY APPLICABLE LEGAL 
REQUIREMENTS UNDER THE LAWS OF THEIR RELEVANT JURISDICTION IF THEY TENDER 
SHARES IN THE TENDER OFFER. THE ATTENTION OF SHAREHOLDERS WITH REGISTERED 
ADDRESSES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE PARAGRAPH HEADED "OVERSEAS 
SHAREHOLDERS" IN PART II OF THE CIRCULAR. 
 
The Company is pleased to announce that it is today publishing a circular (the 
"Circular") to be sent to shareholders of the Company (the "Shareholders") 
detailing a proposed tender offer pursuant to which Northland Capital Partners 
Limited ("Northland") will purchase up to 4,856,582 ordinary shares of 20 pence 
each in the Company ("Ordinary Shares") representing approximately 20 per cent. 
of the issued share capital of the Company at a price of 225 pence per Ordinary 
Share (the "Tender Offer"). The Company will then repurchase such Ordinary 
Shares from Northland for cancellation (the "Repurchase"). 
 
Terms used in this announcement shall have the meaning ascribed to them in the 
Circular unless otherwise stated. If the maximum number of Ordinary Shares 
under the Tender Offer and Repurchase are acquired, this will result in an 
amount of up to GBP10,972,310 being paid to Qualifying Shareholders who accept 
the Tender Offer. 
 
The authorisation of the Repurchase and accordingly, the implementation of the 
Tender Offer requires, inter alia, the approval of Shareholders. Therefore, 
attached to the Circular is a notice of a General Meeting of the Company to be 
held at 10.00 a.m. on 10 January 2013 at the offices of the Company at 133 
Ebury Street, London SW1W 9QU. 
 
The Directors of the Company are considered to be related parties to the 
Company and therefore the transaction is considered to be a related party 
transaction pursuant to Rule 13 of the AIM Rules for Companies. The Company's 
nominated adviser, Northland, considers that the terms of the transaction are 
fair and reasonable insofar as the Company's shareholders are concerned. 
 
The Circular is available to view on the Company's website (www.srgroupplc.com 
), and will also be available for inspection at the offices of Northland during 
usual business hours on any weekday (Saturdays, Sundays and public holidays 
excepted). 
 
For further information please visit www.srgroupplc.com or contact: 
 
Security Research Group plc                                    020 7881 0800 
 
Jonathan Mervis, Chairman 
 
John Warwick, Finance Director 
 
Northland Capital Partners Limited                             020 7796 8800 
 
Nominated Adviser & Broker 
 
Tim Metcalfe / Matthew Johnson 
 
 
 
END 
 

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