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

8 August 2008

RECOMMENDED ACQUISITION OF NCIPHER PLC ("NCIPHER") BY THALES UK LIMITED ("THALES
UK") - DELAY IN 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").

Pursuant to Rule 30.1 of the City Code, the Scheme Document should normally be
posted to nCipher Shareholders within 28 days of the announcement made on 11
July 2008, which in this case would be on or before 8 August 2008.

Due to the limited availability of court hearing dates in the current timetable
of the High Court of Justice, Chancery Division, Companies Court, consent was
sought for, and the Panel has granted, an extension of time for the posting of
the Scheme Document. It is expected that the Scheme Document will be posted to
nCipher Shareholders on 9 August 2008. A detailed expected timetable for the
Transaction will be set out in the Scheme Document.

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
Christophe Robin (Thales Corporate Communications)                                                    +33 1 57 77 86 26
Tim Orr (Thales UK)                                                                                    +44 776 722 0964
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, once it has been
dispatched.

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.

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 London 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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