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

2 SEPTEMBER 2008

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

              RESULTS OF NCIPHER COURT MEETING AND GENERAL MEETING

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").

On 9 August a Scheme Document was sent to all shareholders setting out the terms
and conditions of the Transaction and the Scheme. The Scheme Document contained
two notices convening both the Court Meeting and the General Meeting in relation
to approving and implementing the Scheme.

The board of nCipher is pleased to announce that, at the Court Meeting and the
General Meeting held earlier today, all resolutions proposed were duly passed by
the requisite majorities. A summary of the voting results is set out below.

COURT MEETING

The resolution proposed at the Court Meeting was decided on a poll and the
resolution was passed.

The number of votes for and against the resolution put before the Court Meting
are as follows:

                Number of     Percentage   Number of      Percentage of
                 Shares voted  of Shares    Shareholders   Shareholders
                               voted        voting         voting
--------------- ------------- ------------ -------------- ---------------
FOR             8,996,523     99.998       139            99.286
--------------- ------------- ------------ -------------- ---------------
AGAINST         94            0.002        1              0.714
--------------- ------------- ------------ -------------- ---------------

The number of shares in issue as at 6.00pm on 31 August was 16,905,534.

GENERAL MEETING

The special resolution proposed at the General Meeting was decided on a poll and
the special resolution was passed.

The number of votes for and against the special resolution put before the
General Meeting, and votes which were withheld on that special resolution, are
as follows:

                   Number of Shares  Percentage of
                    voted             Shares voted
------------------ ----------------- -----------------
FOR*               8,967,310         100
------------------ ----------------- -----------------
AGAINST            0                 0
------------------ ----------------- -----------------
VOTE WITHHELD      678               n/a
------------------ ----------------- -----------------

* Note: the "FOR" vote includes those giving the Chairman discretion.

Completion of the Transaction remains subject to the satisfaction or, if
appropriate, waiver, of the remaining conditions to the Transaction set out in
the Scheme Document. These include, among other things, the sanction of the
Scheme and the confirmation of the Reduction of Capital by the Court.

The expected timetable for the Transaction remains as set out in the Scheme
Document, and 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.

Copies of the resolution passed at the General Meeting 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.

The Scheme Document is 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. The Scheme Document is also available on
nCipher's website www.ncipher.com

Unless the context otherwise requires, terms defined in the Scheme Document 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)
Aubrey Powell
Stuart Gledhill                                                    +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 6 87 68 65 02
Kathryn Bell (Thales UK)                                           +44 781 390 3274
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 has been
proposed solely through the Scheme Document, which contains the full terms and
conditions of the Transaction and the Scheme.

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.

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