NCH Ncipher

    FORM 38.5(a)
                                        
                 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS
                       WITH RECOGNISED INTERMEDIARY STATUS
                      DEALING IN A CLIENT-SERVING CAPACITY
                       (Rule 38.5(a) of the Takeover Code)

1.   KEY INFORMATION

Name of exempt principal   Panmure Gordon (UK)
trader                     Limited
Company dealt in           AXON GROUP
Class of relevant security Ordinary Shares
to which the dealings
being disclosed relate
(Note 1)
Date of dealing            29th August 2008


2.   DEALINGS (Note 2)

(a)  Purchases and sales

Total number of      Highest     Lowest
securities           price paid  price paid
purchased            (Note 3)    (Note 3)
                                 
                                 
19,947               612p        606.5p
                                 
     
 Total number of Highest price  Lowest price
securities       received       received
sold             (Note 3)       (Note 3)
                                
                                
                                
                                

(b)  Derivatives transactions (other than options)

Product    Long/sho  Number of     Price per
name,      rt        securities    unit
e.g. CFD   (Note 4)  (Note 5)      (Note 3)
                                   
                                   
                                   
     
(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

 Produ Writin  Numbe  Exerc Type,   Expi Option
 ct    g,      r of   ise   e.g.    ry   moneypaid/r
 name, sellin  secur  price Americ  date eceived
 e.g   g,      ities        an,          per unit
 call  purcha  to           Europe       (Note 3)
 optio sing,   which        an           
 n     varyin  the          etc.         
       g etc   optio                     
               n                         
               relat                     
               es                       
               (Note        
               5)
              
              
                                         

(ii) Exercising

 Product      Number of          Exercise price
 name, e.g.   securities         per unit
 call option                     (Note 3)
                                 
                                 
                                 


3.   OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced.  If none, this should be
stated.






 Date of disclosure         1st September 2008
 Contact name               Georgia Law
 Telephone number           020 7614 8392
 Name of offeree/offeror    AXON GROUP
 with which connected
 Nature of connection       Broker and advisor
 (Note 6)                   to AXON

Notes

The Notes on Form 38.5(a) can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk

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