Thales Press Release 2

Thales and nCipher boards agree acquisition terms – posting of Scheme Document

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

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").

The board of directors of nCipher is pleased to announce that the Scheme Document which sets out, amongst other things, the full terms and conditions of the Scheme and an explanatory statement, together with the action to be taken by nCipher Shareholders, was posted to nCipher Shareholders today.

Notices convening the Court Meeting and the general meeting of nCipher Shareholders to approve certain matters in relation to the implementation of the Scheme, to be held at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY on Tuesday, 2 September 2008 at 11.00 a.m. and 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, are contained in the Scheme Document. The Scheme Document also contains an expected timetable of principal events relating to the Scheme and in accordance with that, subject to the satisfaction or waiver of the conditions to the Scheme, it is currently expected that the Scheme will become effective on 10 October 2008. If any of the expected dates change, nCipher will give notice of the change by issuing an announcement through a Regulatory Information Service.

The Scheme Document will be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY until the date on which the Scheme becomes effective in accordance with its terms.

Copies of the Scheme Document have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority’s Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

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.

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.

Dealing disclosure requirements

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 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.

nCipher Acquisition 110808.pdf