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.

7 OCTOBER 2008

RECOMMENDED ACQUISITION OF NCIPHER PLC ("NCIPHER") BY THALES UK LIMITED ("THALES
                                      UK")

                     SCHEME OF ARRANGEMENT SANCTION BY COURT

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 on the terms set out in a circular nCipher sent to its
shareholders on 9 August 2008 (the "Scheme Document").

The board of nCipher is pleased to announce that the Court has today sanctioned
the Scheme. In order for the Scheme to become effective in accordance with its
terms, the Court must now confirm the Reduction of Capital at the Court Hearing
which is scheduled to take place on 9 October 2008 and the Scheme Court Order
and the Reduction Court Order must be filed with, and in the case of the
Reduction Court Order, registered by, the Registrar of Companies. It is expected
that this will occur on 10 October 2008.

Dealings in nCipher Shares on the London Stock Exchange are expected to be
suspended at 5.00 pm (London time) on 8 October 2008. It is expected that
nCipher Shares will cease to be listed on the Official List of the United
Kingdom Listing Authority and their admission to trading on the main market of
the London Stock Exchange will be cancelled at 8.00 am (London time) on 10
October 2008.

Unless the context otherwise requires, terms defined in the Scheme Document have
the same meaning in this announcement.

Enquiries:

nCipher                                                         Tel: +44 20 7831 3113
Robert Jeens, Chairman
Geoffrey Finlay, Chief Executive
Jefferies (Financial Adviser to nCipher)                        Tel: +44 20 7029 8000
Andres Pieczanski
Sarah McNicholas
Panmure Gordon (Corporate Broker to nCipher)                    Tel: +44 20 7459 3600
Aubrey Powell
Stuart Gledhill
Financial Dynamics                                              Tel: +44 20 7831 3113
Giles Sanderson / Juliet Clarke / Matt Dixon
Thales                                                         Tel: +33 1 57 77 86 26
Christophe Robin / Caroline Philips (Thales Group
 Corporate Communications)
Kathryn Bell (Thales UK Corporate Communications)
Rothschild (Financial adviser to Thales and Thales UK)          Tel: +44 20 7280 5000
Ravi Gupta
Christophe Alonso

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 full terms and
conditions of the Transaction are contained in the Scheme Document.

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.

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