NCH Ncipher

    


nCipher Plc



                                   nCipher plc

                          ("nCipher" or the "Company")

                                 Issue of Shares

Cambridge, UK - 8 October 2008 - nCipher plc (LSE:NCH) has today issued 2,307
ordinary shares of 0.527 pence each to Robert Jeens, the chairman of nCipher, in
connection with nCipher's Long Term Incentive Plan ("LTIP") and one ordinary
share of 0.527 pence to Thales UK Limited.

The release of the shares to Mr Jeens pursuant to the LTIP was triggered by the
High Court of Justice in England and Wales yesterday granting an order
sanctioning the scheme of arrangement under Part 26 of the Companies Act 2006
between nCipher and the holders of Scheme Shares dated 9 August 2008, pursuant
to which the recommended acquisition of nCipher by Thales UK Limited is being
implemented.

The issue of one ordinary share to Thales UK Limited was made in connection with
the scheme of arrangement, and the subscription price for the share was 300
pence.

Rule 2.10

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, nCipher
confirms that it has 16,907,842 ordinary shares of 0.527 pence each in issue.

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

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.

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