... to be implemented by way of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "*Transaction*"). The full terms and conditions of the Scheme are posted here.
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The area of this website you are now accessing contains information relating to the offer (the "Offer") by Thales UK Limited ("Thales") for the entire issued and to be issued share capital of nCipher plc ("nCipher") to be implemented by way of a Court approved scheme of arrangement under part 26 of the Companies Act 2006. The full terms and conditions of the Offer are set out in the formal scheme document which has been posted to all nCipher shareholders (the "Scheme Document"). nCipher shareholders who choose to vote in relation to the Offer may only rely on the information, terms and conditions contained, and procedures described, in the Scheme Document.
The information set out on this website speaks only at the date of the relevant document reproduced on this website and Thales has, and accepts, no duty or responsibility to update any such information or document. However, Thales reserves the right to add to, remove or amend any such information at any time in whole or in any part and in its sole discretion.
As required by the Rules of the City Code on Takeovers and Mergers (the "Code") the directors of Thales, together with the CEO and General Counsel/Legal Director of Thales SA, accept responsibility for the information contained in the following parts of this website save that the only responsibility accepted by them in respect of the information relating to nCipher (and its subsidiaries, subsidiary undertakings and controlled companies), which has been compiled from public sources or provided by nCipher, is to ensure that such information has been correctly and fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the directors of Thales (who have taken all reasonable care to ensure that such is the case), the information contained in the following parts of this website for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that any document contained in this section of the website contains its own responsibility statement as required by Rule 19.2 of the Code, this paragraph will not apply to that document,
The distribution of documents relating to the Offer in jurisdictions other than the United Kingdom may be restricted by the relevant laws of those jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Neither the United States Securities and Exchange Commission nor any state securities commission has reviewed, approved or disapproved any of the documents posted on this website.
None of the documents or information set out on this website constitute an offer to sell or invitation to purchase any securities or, except in respect of the Scheme Document, the solicitation of any vote or approval in any jurisdiction.
Proceeding to subsequent pages of this website is deemed to constitute your acknowledgement and acceptance of the above paragraphs. If you do not confirm each of these statements you must click I CANNOT CONFIRM and you may not have access to the relevant information.
By clicking I CONFIRM you are representing and warranting that you are not a national or resident of Canada, Japan or Australia. If you are not able to give such a representation you must click I CANNOT CONFIRM and you may not have access to the relevant information.