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.”
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)
Aubrey Powell

+44 20 7459 3600

Financial Dynamics (PR adviser to nCipher)
Giles Sanderson
Juliet Clarke
Matt Dixon 

+44 20 7831 3113

Thales
Christophe Robin (Thales Group Corporate Communications)
Caroline Philips (Thales Group 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