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

The boards of directors of Xchanging plc (“Xchanging”) and Computer Sciences Corporation (“CSC”) are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Xchanging by CSC Computer Sciences International Operations Limited (“CSC Bidco”), a wholly owned subsidiary of CSC, pursuant to which CSC Bidco will acquire the entire issued and to be issued ordinary share capital of Xchanging (the “Offer”).

Under the terms of the Offer, Xchanging Shareholders will receive:

72 per cent. to the Closing Price of 111 pence per Xchanging Share on 2 October 2015 (being the last Business Day prior to the start of the Offer Period);

81 per cent. to the average Closing Price of 105 pence per Xchanging Share for the three months ended 2 October 2015; and

19 per cent. to the offer price of 160 pence per Xchanging Share which was announced by Capita on 14 October 2015.

The Offer values the entire issued and to be issued ordinary share capital of Xchanging at approximately £480 million on the basis of a fully-diluted share capital of 252,533,981 Xchanging Shares. The consideration payable under the Offer will be funded through CSC’s existing cash resources.

It is intended that the Offer will be implemented by way of a takeover offer under the Code and within the meaning of Part 28 of the Companies Act.

The Xchanging Directors, who have been so advised by Lazard, consider the terms of the Offer to be fair and reasonable. In providing advice to the Xchanging Directors, Lazard has taken into account the commercial assessments of the Xchanging Directors. Lazard is providing independent financial advice to the Xchanging Directors for the purposes of Rule 3 of the Code.

Accordingly, the Xchanging Directors intend to unanimously recommend that Xchanging Shareholders accept the Offer. Each Xchanging Director holding Xchanging Shares has irrevocably undertaken to accept the Offer in respect of his own Xchanging Shares, being in aggregate a total of 1,137,804 Xchanging Shares, representing approximately 0.46 per cent. of the existing ordinary share capital of Xchanging in issue on 8 December 2015 (being the latest practicable date prior to this announcement).

In evaluating the Offer, the Xchanging Board has considered various aspects of the Offer, including valuation, transaction timing and execution risk, and considers the Offer to represent a superior offer for Xchanging Shareholders, as compared to other offers. Accordingly, the Xchanging Board has withdrawn its recommendation for the Capita offer and intends to recommend that Xchanging Shareholders accept the Offer.

CSC Bidco has received irrevocable undertakings from Odey, Artemis, Fidelity and T. Rowe Price, institutional shareholders of Xchanging, to accept the Offer, in respect of a total of 92,102,372 Xchanging Shares, representing approximately 37.19 per cent. of the existing ordinary share capital of Xchanging in issue on 8 December 2015 (being the latest practicable date prior to this announcement). The irrevocable undertakings received from Odey, Artemis, Fidelity and T. Rowe Price will cease to be binding in the event of a competing offer for Xchanging, the value of which exceeds the value of the Offer by 10 per cent. or more (in the case of Artemis or T. Rowe Price) or 12 per cent. or more (in the case of Odey or Fidelity).

In addition, CSC Bidco has received a commitment from Farringdon, an institutional investor, in respect of 10,000,000 Xchanging Shares, representing approximately 4.03 per cent. of the existing ordinary share capital of Xchanging in issue on 8 December 2015 (the latest practicable date prior to this announcement), over which Farringdon has a contract for difference, to request that the counterparty to the contract for difference delivers the relevant Xchanging Shares to Farringdon and, if such shares are so delivered, to accept the Offer in respect of such shares. This commitment from Farringdon will cease to be binding in the event of a competing offer for Xchanging, the value of which exceeds the value of the Offer by 12 per cent. or more.

In addition, CSC Bidco has received a letter of intent from Threadneedle in respect of a total of 13,423,715 Xchanging Shares, representing approximately 5.42 per cent. of the existing ordinary share capital of Xchanging in issue on 8 December 2015 (being the latest practicable date prior to this announcement).

In aggregate, therefore, irrevocable undertakings, other commitments and a letter of intent to accept the Offer have been received in respect of a total of 116,663,891 Xchanging Shares, representing approximately 47.07 per cent. of the existing ordinary share capital of Xchanging in issue on 8 December 2015 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings, other commitments and the letter of intent are set out in Appendix III to this announcement.

CSC is a global leader of next-generation information technology services and solutions. CSC's mission is to enable superior returns on its clients’ technology investments through best-in-class industry solutions, domain expertise and global scale. CSC has approximately 56,000 employees and revenue of US$7.4 billion for the 12 months ended 2 October 2015. CSC’s shares are listed on the NYSE (CSC). As at 8 December 2015 (being the latest practicable date prior to this announcement) CSC has a market capitalisation of US$4.2 billion (£2.8 billion).

Further details of the Offer will be set out in the Offer Document which will be sent to Xchanging Shareholders within 28 days of the date of this announcement (subject to any extension agreed by CSC Bidco and Xchanging with the consent of the Panel). Subject to the satisfaction or, where applicable, waiver of the Conditions, the Offer is expected to complete in the next six months. An expected timetable of principal events will be included in the Offer Document.

72 per cent. to the Closing Price of 111 pence per Xchanging Share on 2 October 2015 (being the last Business Day prior to the start of the Offer Period);

81 per cent. to the average Closing Price of 105 pence per Xchanging Share for the three months ended 2 October 2015; and

19 per cent. to the offer price of 160 pence per Xchanging Share which was announced by Capita on 14 October 2015.

enhance CSC’s portfolio of next-generation offerings;

provide a platform for Xchanging to realise the potential of its software, technology and BPO solutions and drive client satisfaction;

leverage CSC’s global operating model and proven ability to drive efficiencies; and

deliver significant financial benefits.

efficiencies in procurement across IT infrastructure and business services as a result of the scale of the combined business and some rationalisation of relevant support organisations;

rationalising and optimising central services and corporate functions, in particular costs associated with human resources, IT, finance and legal support functions including areas associated with Xchanging’s status as a listed company;

optimising the delivery capability of the combined business to service customers through using established methodologies and best practice within CSC’s Delivery Excellence Office, including the use of CSC’s best shoring strategy; and

rationalising under-utilised and overlapping facilities in countries where CSC and Xchanging both have existing facilities.

CSC intends to integrate Xchanging within its businesses focused on providing technology solutions and services to the insurance sector;

the combined business is expected to benefit from efficiencies in procurement across its IT infrastructure and business services areas as a result of the scale of the combined business and some rationalisation of relevant support organisations;

areas have been identified across the Xchanging Group where certain functions exist within each individual business unit rather than at central group level. CSC intends to identify areas of overlap in human resources, IT, finance and legal support functions across Xchanging’s business units and with CSC’s business in order to remove duplication and optimise these functions;

any rationalisation and optimisation of functions and business areas may result in a net reduction in the short term of the current headcount of the relevant areas of CSC’s business combined with Xchanging. At this stage, no specific roles have been identified but it is anticipated that these reductions will be implemented over the first 12 months following completion of the Offer. In addition, CSC plans to optimise the delivery capability of the combined business to service customers through using established methodologies and best practice within CSC’s Delivery Excellence Office, including the use of CSC’s best shoring strategy;

as part of the integration phase, CSC will investigate the opportunity to rationalise facilities in countries where CSC and Xchanging both have existing facilities, largely in the UK and India through CSC’s real estate portfolio programme. At this stage, no specific locations have been identified but it is anticipated that any impact on existing locations will be focused on facilities that are currently underutilised and will be implemented as soon as practicable following completion of the Offer;

following completion of the Offer, certain functions which have historically been related to Xchanging’s status as a listed company may no longer be required or will be reduced in size to reflect Xchanging ceasing to be a listed company; and

the non-executive directors of Xchanging intend to resign as Xchanging Directors on completion of the Offer.

CSC Bidco and Xchanging have agreed to co-operate with each other, and to provide each other with reasonable information and assistance, for the purposes of obtaining the clearances required to satisfy the Antitrust Conditions and the Regulatory Conditions;

without prejudice to CSC Bidco’s rights in connection with any other Condition, CSC Bidco has agreed to seek the Panel’s consent to an extension of the Code timetable at the relevant time in

CSC Bidco and Xchanging have agreed to co-operate with each other for the purposes of implementing proposals in relation to the relevant Xchanging Share Schemes.

valid acceptances being received in respect of Xchanging Shares which, together with any Xchanging Shares acquired by CSC Bidco (whether pursuant to the Offer or otherwise), constitute not less than 75 per cent. in nominal value of the Xchanging Shares to which the Offer relates and represent not less than 75 per cent. of the voting rights attached to such Xchanging Shares;

the FCA having notified the relevant proposed controllers of its approval of the change of control of any UK authorised persons within the Wider Xchanging Group as a result of the Offer (or the requisite waiting period for such approval to be provided having elapsed without the FCA having objected to the Offer);

BaFin having notified the relevant proposed controllers that it has no objections to the proposed acquisition of a substantial holding in a German institution supervised under the KWG in the Wider Xchanging Group by CSC (or the requisite waiting period for such approval to be provided having elapsed without BaFin having objected to the proposed acquisition of such substantial holding);

insofar as the Offer falls within the scope of the EU Merger Regulation, the European Commission taking a decision (or being deemed to have taken a decision) that it shall not initiate proceedings under Article 6(1)(c) of the EU Merger Regulation in relation to the Offer or any matter arising from it and, if the European Commission makes a referral under Article 9(1) of the EU Merger Regulation to the competent authorities of one or more Member States which operate suspensory merger control regimes of the Offer or any matter arising from it, it being established that the Offer has been granted substantive approval (or has been deemed to have been granted such approval) in each such Member State; and

in so far as the Offer is required to be notified under the US merger control regime, all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations made thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the Offer without a request for additional information having been made by the FTC or the Antitrust Division of the Department of Justice.

had an interest in, or right to subscribe for, any Xchanging Shares;

had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, Xchanging Shares; or

had borrowed or lent any Xchanging Shares.

a copy of this announcement;

the irrevocable undertakings, other commitments and the letter of intent referred to in paragraph 5 above and summarised in Appendix III to this announcement;

the Confidentiality Agreement referred to in paragraph 13 above; and

the Co-operation Agreement referred to in paragraph 14 above.

valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as CSC Bidco may, with the consent of the Panel or in accordance with the Code, decide) in respect of Xchanging Shares which, together with all other Xchanging Shares acquired by CSC Bidco (whether pursuant to the Offer or otherwise), carry not less than 75 per cent. (or such lower percentage as CSC Bidco may decide) in nominal value of the Xchanging Shares to which the Offer relates and represent not less than 75 per cent. (or such lower percentage as CSC Bidco may, subject to the Code, decide) of the voting rights attached to such Xchanging Shares, provided that this Condition will not be satisfied unless CSC Bidco and/or any of its wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to the Offer or otherwise, Xchanging Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Xchanging, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Xchanging Shares that are unconditionally allotted or issued before the Offer becomes, or is declared, unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise and for the purposes of this Condition:

shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on issue;

the expression "Xchanging Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

Xchanging Shares (if any) that cease to be held in treasury before the Offer becomes, or is declared, unconditional as to acceptances are Xchanging Shares to which the Offer relates; and

valid acceptances shall be deemed to have been received in respect of Xchanging Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired, or contracted to be acquired, by CSC Bidco and/or any of its wholly-owned subsidiaries by virtue of acceptances of the Offer;

in so far as the Offer is required to be notified under the US merger control regime, all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of

insofar as the Offer falls within the scope of the EU Merger Regulation:

the European Commission taking a decision (or being deemed to have taken a decision) that it shall not initiate proceedings under Article 6(1)(c) of the EU Merger Regulation in relation to the Offer or any matter arising from it; and

if the European Commission makes a referral under Article 9(1) of the EU Merger Regulation to the competent authorities of one or more Member States which operate suspensory merger control regimes of the Offer or any matter arising from it, it being established that the Offer has been granted substantive approval (or has been deemed to have been granted such approval) in each such Member State;

without limitation to the Condition set out at paragraph (d) below:

the FCA having notified in writing any required approval in accordance with Part XII of FSMA to the proposed acquisition of control over each UK authorised person in the Wider Xchanging Group by CSC Bidco; or

the period of 60 Working Days (as defined in section 191G of FSMA, excluding any interruption period imposed by the FCA in accordance with section 190 of FSMA) having elapsed from the date of acknowledgement of receipt of a complete application by the FCA for the proposed acquisition of each UK authorised person in the Wider Xchanging Group by CSC Bidco without the FCA having objected to the proposed acquisition of any UK authorised person in the Wider Xchanging Group,

without limitations to the Condition set out at paragraph (d) below:

the competent regulator under Sec. 2c KWG ("Gesetz über das Kreditwesen", the German Banking Act) having confirmed in writing that it has no objections to the proposed acquisition of a substantial holding in a German institution supervised under the KWG in the Wider Xchanging Group by CSC Bidco; or

the period of 60 working days (as defined in section 2c (1a) KWG), excluding any interruption period imposed by BaFin in accordance with section 2c (1a) KWG having elapsed from the date of acknowledgement of receipt of a complete notification under Sec. 2c KWG in connection with the InhKontrollV ("Inhaberkontrollverordnung", the German Regulation on Ownership Control) for the proposed acquisition by CSC Bidco of a substantial holding in a German institution supervised under the KWG in the Wider Xchanging Group, without the competent regulator under Sec. 2c KWG having objected to the proposed acquisition,

other than in relation to the merger control and regulatory approvals referred to in paragraphs (b) and (c) above, no government or governmental, quasigovernmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court or other body (including any professional or environmental body) or person in any jurisdiction (each a “Relevant Authority”) having decided to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to:

make the acquisition or the proposed acquisition of Xchanging Shares, or control or management of Xchanging by CSC Bidco or any member of the Wider CSC Bidco Group void, unenforceable or illegal in any jurisdiction or, directly or indirectly, prohibit or otherwise restrict, delay or interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge or require amendment to the terms of, the Offer or the proposed acquisition of any Xchanging Shares, or control or management of Xchanging by CSC Bidco or any member of the Wider CSC Bidco Group in any case which is material in the context of the Offer;

require, prevent or delay the divestiture (or alter the terms of any proposed divestiture) by the Wider CSC Bidco Group or the Wider Xchanging Group of all or any part of their respective businesses, assets or properties, or impose any limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties to an extent which is, in any such case, material in the context of the Wider CSC Bidco Group or the Wider Xchanging Group, taken as a whole;

impose any limitation on, or result in any delay in, the ability of any member of the Wider CSC Bidco Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Xchanging Group or on the ability of the Wider Xchanging Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider Xchanging Group to an extent which is, in any such case, material in the context of the Wider Xchanging Group, taken as a whole;

require any member of the Wider CSC Bidco Group or of the Wider Xchanging Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Xchanging Group or any member of the Wider CSC Bidco Group owned by a third party (other than in the implementation of the Acquisition) where such acquisition would be material in the context of the Wider CSC Bidco Group or the Wider Xchanging Group, taken as a whole;

require the divestiture by any member of the Wider CSC Bidco Group of any shares, securities or other interests in any member of the Wider Xchanging Group where such divestiture would be material in the context of the Wider Xchanging Group, taken as whole;

impose any limitation on, or result in any delay in, the ability of any member of the Wider CSC Bidco Group or the Wider Xchanging Group to integrate or coordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider CSC Bidco Group and/or the Wider Xchanging Group to an extent which is, in any such case, material in the context of the Wider CSC Bidco Group or the Wider Xchanging Group, taken as a whole;

result in any member of the Wider CSC Bidco Group or the Wider Xchanging Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is, in any such case, material in the context of the Wider CSC Bidco Group or the Wider Xchanging Group, taken as a whole; or

save as Disclosed, otherwise adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider CSC Bidco Group or the Wider Xchanging Group in each case in a manner which is material in the context of the Wider CSC Bidco Group or the Wider Xchanging Group, taken as a whole,

other than in relation to the merger control and regulatory approvals referred to in paragraphs (b) to (d) above, all filings, applications and/or notifications which are necessary or reasonably considered appropriate by CSC Bidco having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Xchanging or any member of the Wider Xchanging Group by any member of the Wider CSC Bidco Group or the carrying on by any member of the Wider Xchanging Group of its business;

other than in relation to the merger control and regulatory approvals referred to in paragraphs (b) to (d) above, all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals which are necessary or reasonably considered appropriate by CSC Bidco in any jurisdiction for or in respect of the Acquisition and the proposed acquisition of Xchanging Shares, or control of Xchanging, by CSC Bidco or any member of the Wider CSC Bidco Group being obtained on terms and in a form reasonably satisfactory to CSC Bidco from appropriate Relevant Authorities, or from any persons or bodies with whom any member of the Wider CSC Bidco Group or the Wider Xchanging Group has entered into contractual arrangements or other business relationships, and such authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals, together with all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals necessary or reasonably considered appropriate for any member of the Wider Xchanging Group to carry on its business, remaining in full force and effect and no intimation of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

there being no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Relevant Authority which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Xchanging Group by any member of the Wider CSC Bidco Group or the implementation of either of them, void,

save as Disclosed, there being no provision of any authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider Xchanging Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the Acquisition or the acquisition or proposed acquisition by CSC Bidco or any member of the Wider CSC Bidco Group of any Xchanging Shares, or change in the control or management of Xchanging or otherwise, would or might reasonably be expected to result in:

any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider Xchanging Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated maturity or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

the rights, liabilities, obligations, interests or business of any member of the Wider Xchanging Group under any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument or the rights, liabilities, obligations, interests or business of any member of the Wider Xchanging Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such rights, liabilities, obligations, interests or business) being, or becoming capable of being, terminated or adversely modified or adversely affected or any onerous obligation or liability arising or any material adverse action being taken or arising thereunder;

the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Xchanging Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

any assets, property or interest of, or any asset the use of which is enjoyed by, any member of the Wider Xchanging Group being, or falling to be, disposed of by, or ceasing to be available to, any member of the Wider Xchanging Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Xchanging Group;

any member of the Wider Xchanging Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material in the context of the Wider Xchanging Group, taken as a whole;

the financial or trading or regulatory position or prospects or the value of any member of the Wider Xchanging Group being materially prejudiced or materially adversely affected;

the creation, acceleration or assumption of any liabilities (actual, contingent or prospective) by any member of the Wider Xchanging Group in a manner which is material in the context of the Wider Xchanging Group, taken as a whole;

any requirement on any member of the Wider Xchanging Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent) in and/or any indebtedness of any member of the Wider Xchanging Group owned by any third party to an extent which is material in the context of the Wider Xchanging Group, taken as a whole;

any material liability of any member of the Wider Xchanging Group to make any severance, termination, bonus or other payment to any of its directors or other officers; and

no event having occurred which, under any provision of any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider Xchanging Group is a party or by or to which any such member or any of its assets may be bound or be subject, could result in any of the events or circumstances as are referred to in this paragraph (h);

save as Disclosed, no member of the Wider Xchanging Group has since 31 December 2014:

issued, agreed to issue, authorised or proposed the issue of, additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, where relevant, as between Xchanging and its wholly-owned subsidiaries or between its wholly-owned subsidiaries and except in connection with the on-going operation of the Xchanging Share Schemes (in accordance with their respective terms);

recommended, declared, paid or made or proposed or resolved to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise, other than a distribution to Xchanging or one of its wholly-owned subsidiaries;

other than pursuant to the Offer, implemented or authorised any merger or demerger or (except for transactions between Xchanging and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(except for transactions between Xchanging and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) entered into, or authorised, proposed or announced the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities;

(except for transactions between Xchanging and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) other than pursuant to the Offer, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect;

(except for transactions between Xchanging and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital;

(except for transactions between Xchanging and its wholly-owned subsidiaries or between its wholly-owned subsidiaries) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability;

entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or might reasonably be expected to involve,

been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

(other than in respect of a subsidiary of Xchanging which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had notice given of the intention to appoint any of the foregoing to it;

except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any material dispute, claim or counterclaim whether made or potential and whether by or against any member of the Wider Xchanging Group;

made any material alteration or amendment to its constitutional documents;

entered into, or varied the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any director or senior executive of the Wider Xchanging Group;

proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Xchanging Group, other than in accordance with the terms of the Offer;

made or consented to any material change to the terms of the trust deeds constituting the pension scheme(s) established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees, other than in accordance with applicable law;

save as between Xchanging and its wholly-owned subsidiaries, granted any lease in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property; or

entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this paragraph (i);

save as Disclosed, since 31 December 2014:

no adverse change or deterioration having occurred and no events, matters or circumstances having arisen which would or might reasonably be expected to result in any adverse change or deterioration in the business, assets, financial, trading or regulatory position or profits or prospects or operational performance or legal or regulatory position of any member of the Wider

no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Xchanging Group or to which any member of the Wider Xchanging Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider Xchanging Group having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Xchanging Group (in each case, to an extent which is material in the context of the Wider Xchanging Group taken as a whole or in the context of the Offer);

save as Disclosed, no contingent or other liability having arisen outside the ordinary course of business which would or might reasonably be expected to adversely affect Xchanging (in each case to an extent which is material in the context of the Wider Xchanging Group taken as a whole or in the context of the Offer); and

save as Disclosed, CSC Bidco not having discovered:

that any financial, business or other information concerning any member of the Wider Xchanging Group publicly disclosed prior to the date of this announcement at any time by any member of the Wider Xchanging Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected before the date of this announcement by disclosure by, or on behalf of, the Wider Xchanging Group through the publication of an announcement via a Regulatory Information Service;

that any member of the Wider Xchanging Group is subject to any liability, actual, contingent, prospective or otherwise, other than in the ordinary course of business (in each case to an extent which is material in the context of the Wider Xchanging Group taken as a whole or in the context of the Offer); or

any information which materially adversely affects the import of any information Disclosed at any time;

save as Disclosed, CSC Bidco not having discovered that:

any past or present member of the Wider Xchanging Group has not complied with any applicable legislation or regulations, notices or other requirements of any jurisdiction or Relevant Authority with regard to environmental matters or the health and safety of any person, or that there has otherwise been any breach of environmental or health and safety law or that there is any environmental condition which, in any case, would be likely to give rise to any liability (whether actual, contingent or prospective) or cost on the part of any member of the Wider Xchanging Group which, in any case, is material in the context of the Wider Xchanging Group, taken as a whole; or

there is, or is likely to be, any liability, whether actual, contingent or prospective, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Xchanging Group or any controlled waters under any environmental law or which has or could result in the closure of any property required by any member of the Wider Xchanging Group which, in any case, is material in the context of the Wider Xchanging Group, taken as a whole; and

no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Xchanging Group, which would have a material adverse effect on the Wider Xchanging Group, taken as a whole, including:

any member of the Wider Xchanging Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider Xchanging Group being revoked, cancelled or declared invalid;

any claim being asserted or threatened by any person challenging the ownership of any member of the Wider Xchanging Group to, or the validity or effectiveness of, any of its intellectual property; or

any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Xchanging Group being terminated or varied.

the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national state or other securities exchange of any Restricted Jurisdiction and no person may vote using any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and

this announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

Financial information relating to:

Xchanging is extracted (without adjustment) from the audited consolidated financial statements for Xchanging for the financial year ended 31 December 2014 or from the interim results statement of Xchanging for the six months ended 30 June 2015; and

CSC is extracted from the unaudited pro forma consolidated condensed statements of operations of CSC for the six months ended 3 October 2014, the six months ended 2 October 2015 and the twelve months ended 3 April 2015, in each case extracted from the United States Securities and Exchange Commission Form 8K Report in relation to CSC dated 27 November 2015.

The value of the Offer is calculated on the basis of the fully-diluted number of Xchanging Shares (at the Offer price) in issue referred to in paragraph 5.

The financial data relating to synergies, cost savings and other financial benefits of the Acquisition are unaudited and are based on analysis by CSC’s management and on CSC’s and Xchanging’s internal records.

As at the close of business on 8 December 2015, being the latest practicable date before the date of this announcement, Xchanging had in issue 247,851,399 Xchanging Shares. The International Securities Identification Number for Xchanging Shares is GB00B1VK7X76.

The fully-diluted share capital of Xchanging (being 252,533,981 Xchanging Shares) is calculated on the basis of 247,851,399 Xchanging Shares in issue on 8 December 2015, less 71,641 Xchanging Shares held by Xchanging B.V. 2007 Employee Benefit Trust for the settlement of share awards, plus up to 4,754,223 further Xchanging Shares which may be issued on or after the date of this announcement following the exercise of options, or settled via alternative means, or via the vesting of awards under the Xchanging Share Schemes on the basis explained in this announcement.

Unless otherwise stated, all prices and closing prices for Xchanging Shares are closing middle market quotations derived from the Daily Official List.

Unless otherwise stated, the exchange rate used for the conversion of USD into GBP is 1.501 and has been derived from Bloomberg as at 10.00 p.m. GMT on 8 December 2015 (being the last practicable dealing date prior to the date of this announcement).

The International Securities Identification Number for the Xchanging Shares is GB00B1VK7X76.

the Offer Document is not posted by 6 January 2016 or such later date as CSC Bidco and Xchanging, with the consent of the Panel, agree;

the Offer closes, lapses or is withdrawn; or

any Xchanging Director is required to withdraw his irrevocable undertaking by any court or competent regulator.

the Offer Document is not posted by 6 January 2016 or such later date as CSC Bidco and Xchanging, with the consent of the Panel, agree;

the Offer closes, lapses or is withdrawn;

any Xchanging Shareholder is required to withdraw its irrevocable undertaking by any court or competent regulator; or

any third party announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire all of the Xchanging Shares and the value of the consideration pursuant to the terms of such offer exceeds the value offered to Xchanging Shareholders pursuant to the Offer by 10 per cent. or more (in the case of Artemis or T. Rowe Price) or 12 per cent. or more (in the case of Odey or Fidelity) unless, in the case of T. Rowe Price only, CSC Bidco makes a revised offer by 5.00 p.m. (London time) on the fifth Business Day after the third party’s offer is announced the value of which is equal to or exceeds the value of the third party’s offer.

the Offer Document is not posted by 6 January 2016 or such later date as CSC Bidco and Xchanging, with the consent of the Panel, agree;

the Offer closes, lapses or is withdrawn;

Farringdon is required to withdraw its commitment by any court or competent regulator; or

any third party announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire all of the Xchanging Shares and the value of the consideration pursuant to the terms of such offer exceeds the value offered to Xchanging Shareholders pursuant to the Offer by 12 per cent. or more.