NCH Ncipher

    


nCipher Plc

Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction

RECOMMENDED ACQUISITION OF NCIPHER PLC ("NCIPHER") BY THALES UK LIMITED ("THALES
UK") - POSTING OF SCHEME DOCUMENT

On 11 July 2008 the boards of directors of Thales UK and nCipher announced that
they had reached agreement on the terms of a recommended cash acquisition of the
entire issued and to be issued share capital of nCipher by Thales UK, to be
implemented by way of a Court approved scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Transaction").

The board of directors of nCipher is pleased to announce that the Scheme
Document which sets out, amongst other things, the full terms and conditions of
the Scheme and an explanatory statement, together with the action to be taken by
nCipher Shareholders, was posted to nCipher Shareholders today, Saturday 9
August 2008.

Notices convening the Court Meeting and the general meeting of nCipher
Shareholders to approve certain matters in relation to the implementation of the
Scheme, to be held at the offices of Slaughter and May, One Bunhill Row, London
EC1Y 8YY on Tuesday, 2 September 2008 at 11.00 a.m. and 11.15 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned), respectively, are
contained in the Scheme Document. The Scheme Document also contains an expected
timetable of principal events relating to the Scheme and in accordance with
that, subject to the satisfaction or waiver of the conditions to the Scheme, it
is currently expected that the Scheme will become effective on 10 October 2008.
If any of the expected dates change, nCipher will give notice of the change by
issuing an announcement through a Regulatory Information Service.

The Scheme Document will be available for inspection during normal business
hours on any weekday (public holidays excepted) at the offices of Slaughter and
May at One Bunhill Row, London EC1Y 8YY until the date on which the Scheme
becomes effective in accordance with its terms.

Copies of the Scheme Document have been submitted to the UK Listing Authority
and will shortly be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at: The Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

Unless the context otherwise requires, terms defined in the announcement dated
11 July 2008 in relation to the Transaction have the same meaning in this
announcement.

Enquiries

nCipher plc
Robert Jeens, Chairman
Geoffrey Finlay, Chief Executive Officer                       +44 20 7831 3113
Jefferies International Limited (Financial adviser to nCipher)
Andres Pieczanski
Sarah McNicholas                                               +44 20 7029 8000
Panmure Gordon (UK) Limited (Corporate broker to nCipher)
 Grant Harrison
Aubrey Powell                                                  +44 20 7459 3600
Financial Dynamics (PR adviser to nCipher)
Giles Sanderson
Juliet Clarke                                                  +44 20 7831 3113
Thales
Caroline Philips (Thales Corporate Communications)             +33 6 87 68 65 02
Kathryn Bell (Thales UK)                                       +44 781 390 3274
Rothschild (Financial adviser to Thales and Thales UK)
Ravi Gupta
Christophe Alonso                                              +44 20 7280 5000

This announcement is not intended to and does not constitute or form any part of
any offer or invitation to sell or subscribe for or purchase any securities or
the solicitation of any offer to purchase, otherwise acquire, subscribe for or
otherwise dispose of, any securities or of any vote or approval in any
jurisdiction pursuant to the Transaction or otherwise. The Transaction will be
made solely through the Scheme Document, which will contain the full terms and
conditions of the Transaction (including details of how to vote in respect of
the Transaction). Any acceptance or other response to the Transaction should be
made only on the basis of the information in the Scheme Document. nCipher
Shareholders are advised to read the Scheme Document carefully.

Jefferies, which is regulated in the UK by the Financial Services Authority, is
acting exclusively for nCipher in connection with the Transaction and no-one
else and will not be responsible to anyone other than nCipher for providing the
protections afforded to clients of Jefferies or for providing advice in relation
to the Transaction or any other matters referred to in this announcement.

Panmure Gordon, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for nCipher in connection with the Transaction
and no-one else and will not be responsible to anyone other than nCipher for
providing the protections afforded to clients of Panmure Gordon or for providing
advice in relation to the Transaction or any other matters referred to in this
announcement.

Rothschild, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for Thales and Thales UK and no-one
else in connection with the Transaction and will not be responsible to anyone
other than Thales and Thales UK for providing the protections afforded to the
customers of Rothschild nor for providing advice in relation to the Transaction
or any other matters referred to in this announcement.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purpose of complying with English law and
the City Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the UK.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of nCipher, all "dealings" in any "relevant securities" of nCipher
(including by means of an option in respect of, or a derivative references to,
any such "relevant securities") must be publicly disclosed by no later than
3.30pm (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of nCipher they will
be deemed to a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of nCipher by the potential offeror or nCipher or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "dealings" in
"relevant securities" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at www.takeoverpanel.org.uk.

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