NCH Ncipher

    


nCipher Plc



23 September 2008

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

                            STATEMENT RE OFT DECISION

The boards of directors of nCipher and Thales UK are pleased to note that the
Office of Fair Trading ('OFT') has decided not to refer the proposed acquisition
of nCipher by Thales UK to the Competition Commission for an in-depth
investigation.

It is expected that the scheme of arrangement by which the acquisition is being
implemented will become effective on 10 October 2008 in accordance with the
expected timetable of principal events set out in the scheme document sent to
nCipher shareholders on 9 August 2008.

Robert Jeens, Chairman of nCipher, noted: "The Board is pleased with the OFT's
decision. This supports our belief that nCipher and Thales are two complementary
businesses which together should provide both independent and joint customers
with a more effective and attractive way to deal with their ongoing security
issues. We look forward to completing the acquisition, which we believe delivers
significant value to shareholders."

Alex Dorrian, CEO of Thales UK, stated: "Thales will continue to grow in the
area of information and communication systems security. The acquisition brings
together the best practices of both businesses and will provide our customers
with an enlarged security product range and a more complete suite of security
services across the data encryption industry. We are looking forward to the
completion date to concentrate our efforts on successfully integrating nCipher
products and services and welcoming their staff to Thales."

                                     -ends-

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)
Tim Orr (Thales UK Corporate Communications)                      Tel: +44 7767 220964

Rothschild (Financial adviser to Thales and Thales UK)           Tel: +44 20 7280 5000
Ravi Gupta
Christophe Alonso

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