Final Cash Offer

For immediate release

Not for release, publication or distribution, in whole or in part, in or into or from

any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

Summary

·; Enigmatic Investments announces an extended, improved and final cash offer of 25 pence per Clarity Share (the "Final Offer"). 

·; Enigmatic Investments now holds or has received valid acceptances of its Initial Offer in respect of a total of 5,927,945 Clarity Shares, representing an aggregate of approximately 14.3 per cent. of the issued ordinary share capital of Clarity.

·; Enigmatic Investments has received irrevocable undertakings from Clarity Shareholders to accept or procure the acceptance of the Final Offer in respect of a total of 9,672,336 Clarity shares, representing, in aggregate, approximately 23.3 per cent. of the issued ordinary share capital of Clarity. Enigmatic Investments therefore holds or has received acceptances of its Final Offer or irrevocable undertakings in respect of Clarity Shares representing approximately 37.7 per cent. of the issued ordinary share capital of Clarity.

·; Enigmatic Investments' Final Offer of 25 pence per Clarity Share is full and final and will not be increased save that Enigmatic Investments reserves its right to increase the Final Offer if a competitive situation arises (including if a third party announces an offer or possible offer for Clarity). 

·; The Final Offer is being made at a price of 25 pence in cash for each Clarity Share and represents a premium of approximately 64 per cent. to the Closing Price of 15.25 pence per Clarity Share on 26 September 2011, being the last Business Day prior to the date of Enigmatic Investments' announcement of a firm intention to make an offer for Clarity.

·; The Final Offer is conditional, inter alia, on acceptances being received which, taken together with Clarity Shares acquired or agreed to be acquired, will result in Enigmatic Investments holding more than 50 per cent of the voting rights in Clarity.

·; In the opinion of the directors of Enigmatic Investments, this Final Offer represents a very attractive offer to Clarity Shareholders. The Final Offer takes into account the potential synergies and strategic rationale of a possible combination with DigiPos allied to a wider ambition to build a larger business in the EPOS market. As a result, the Final Offer is greater in value than Enigmatic Investments would attribute to Clarity on a standalone basis.

·; Enigmatic Investments has noted the statements made by the Clarity board in their formal response of 12 October 2011 and makes the following observations:

o no higher competing offer has been announced to date; and

o the Board of Clarity references valuation based on international peers but provides no examples or forecasts to support a higher valuation.

·; The Final Offer values the entire issued ordinary share capital of Clarity at £10,356,829.

·; Enigmatic Investments will dispatch a Final Offer Document to Clarity Shareholders and, for information only, to holders of options under the Clarity Share Option Schemes by no later than 14 November 2011.

·; Clarity Shareholders who have already accepted the Initial Offer need take no further action. If the Final Offer becomes unconditional then Clarity Shareholders who have already accepted the Initial Offer will receive the Final Offer Price.

·; The Final Offer will remain open for acceptance until 1.00 p.m. on 27 November 2011.

·; The Final Offer extends to all Clarity Shares unconditionally allotted or issued on the date of the Final Offer and any Clarity Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the Clarity Share Option Schemes) whilst the Final Offer remains open for acceptance or by such earlier date as Enigmatic Investments may, subject to the Code, determine, not being earlier than the date on which the Final Offer becomes or is declared unconditional as to acceptances.

1. Response to Defence Document

The Enigmatic Investments' board re-iterates the messages contained in its Response to Offer Rejection Announcement released on 11 October 2011:

·; Clarity has reported a weakened balance sheet, tangible net assets of £23,000, was loss-making in the financial year ended 31 March 2011, the Chief Executive has resigned and, in the view of the Directors of Enigmatic Investments, the business therefore lacks stability and credibility with customers;

·; Enigmatic Investments believes that Clarity's current state will not make it easy for Clarity to take full advantage of future prospects, to invest in new products and to simultaneously implement cost saving initiatives;

·; Clarity has committed significant expenditure towards research and development in recent financial periods; while the Board of Clarity now states that this can be reduced, the EPOS market is dynamic and the Board of Enigmatic Investments believes that such reduction may prejudice the future prospects of Clarity and could reduce the valuation that the markets are prepared to allocate Clarity;

·; The Final Offer provides an opportunity for Shareholders to realise their investment in full. This opportunity might not be available to shareholders in the foreseeable future (if the Final Offer lapses Enigmatic Investments would not be able to make a further offer for a period of 12 months save in the circumstances set out in the notes to rule 35 of the Code).

2. Level of Acceptances

As at 1.00 p.m. on 11 November 2011, Enigmatic Investments had received valid acceptances in respect of 1,332,444 Clarity shares, representing approximately 3.2 per cent. of the issued share capital of Clarity. None of the acceptances were received from persons acting in concert with Enigmatic Investments or were in respect of Clarity Shares which were subject to an irrevocable commitment or a letter of intent procured by Enigmatic Investments or any of its associates.

In addition, Enigmatic Investments holds a further 4,595,501 Clarity Shares, representing approximately 11.1 per cent. of the issued share capital of Clarity, all of which count towards the satisfaction of the Acceptance Condition.

Enigmatic Investments has also received irrevocable undertakings from Clarity Shareholders to accept or procure the acceptance of the Final Offer in respect of a total of 9,672,336 Clarity shares, representing, in aggregate, approximately 23.3 per cent. of the issued ordinary share capital of Clarity.

Accordingly, as at 1.00 p.m. on 11 November 2011, Enigmatic Investments either owned or had received valid acceptances of its Initial Offer which it may count towards the satisfaction of the Acceptance Condition or irrevocable undertakings in respect of a total of 15,600,281 Clarity Shares, representing in aggregate, approximately 37.7 per cent. of the issued share capital of Clarity.

3. Financing of the Final Offer

Full acceptance of the Final Offer, assuming the acceptance of the Final Offer by all Clarity Shareholders, would result in the payment by Enigmatic Investments of £9,357,953.25, which will be provided from Enigmatic Investments' existing cash resources. Those cash resources have been provided to Enigmatic Investments by way of a loan from BECAP Fund LP.

The loan is for a principal amount of £10,500,000 for the purposes of funding the acquisition of some or all of the share capital of Clarity and is repayable on demand except that no demand may be made until the Final Offer lapses, terminates or is withdrawn or all obligations to pay Clarity Shareholders or option holders pursuant to the Final Offer have been satisfied in full. The loan is unsecured and is interest free until 31 December 2011 following which the BECAP Fund LP has the right to charge interest.

finnCap is satisfied that the necessary financial resources are available to Enigmatic Investments to satisfy the cash consideration due under the Final Offer in full. Further information on the financing of the Final Offer will be set out in the Final Offer Document.

4. Clarity Share Option Schemes

The Final Offer extends to any Clarity Shares which are unconditionally allotted or issued prior to the date on which the Final Offer closes (or such earlier date as Enigmatic Investments may, subject to the Code or with the consent of the Panel, determine) including any which are so unconditionally allotted or issued pursuant to the exercise of options or vesting of awards under the Clarity Share Option Schemes.

Enigmatic Investments will make appropriate proposals in due course to the extent that options or awards under the Clarity Share Option Schemes have not yet been exercised or vested, unless the Panel confirms that no such proposals are required.

5. Disclosure of interests in shares

Save as set out in this announcement neither Enigmatic Investments, nor (so far as Enigmatic Investments is aware) any person acting, or deemed to be acting, in concert with Enigmatic Investments for the purposes of the Final Offer has:

(i) an interest in, or a right to subscribe for, Clarity Shares or in any securities convertible or exchangeable into Clarity Shares ("Relevant Clarity Securities");

(ii) any short position in Relevant Clarity Securities (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; or

(iii) borrowed or lent any Relevant Clarity Securities (except for any borrowed Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant Clarity Securities.

For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Clarity Securities which may be an inducement to deal or refrain from dealing in such securities.

6. Irrevocable Undertakings

Enigmatic Investments has received irrevocable undertakings to accept or procure acceptance of the Final Offer from the following Clarity Shareholders:

7. Compulsory acquisition, cancellation of trading and re-registration

If Enigmatic Investments receives acceptances under the Final Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Clarity Shares to which the Final Offer relates and of the voting rights carried by those Clarity Shares and assuming that all of the other conditions of the Final Offer have been satisfied or waived (if capable of being waived), Enigmatic Investments intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Clarity Shares on the same terms as the Final Offer.

Following the Final Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Enigmatic Investments intends to propose that Clarity applies to the London Stock Exchange for the cancellation of trading in the Clarity Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Final Offer becomes or is declared unconditional in all respects, subject to satisfaction of the applicable requirements of the AIM Rules. The cancellation of trading of Clarity Shares will significantly reduce the liquidity and marketability of any Clarity Shares not acquired by Enigmatic Investments.

It is also intended that, following the Final Offer becoming or being declared unconditional in all respects and, assuming the cancellation of trading of Clarity Shares on AIM, Clarity will be re-registered as a private company.

8. General

There are no agreements or arrangements to which Enigmatic Investments is a party which relate to the circumstances in which it may or may not involve or seek to involve a condition to the Final Offer.

Neither Enigmatic Investments nor any person acting in concert with Enigmatic Investments has any arrangement of the kind referred to in Note 6 of Rule 8 of the Code.

Your attention is drawn to the further information contained in the Appendices which form part of this announcement.

The Final Offer will be subject to the applicable requirements of the Code.

The Final Offer Document and New Form of Acceptance will be sent to Clarity Shareholders by no later than 14 November 2011. Clarity Shareholders receiving the Final Offer Document are strongly advised to read it in full, as it will contain important information, together with the Initial Offer Document. The remaining condition and full terms of the Final Offer will be set out in the Final Offer Document and (in respect of certificated Clarity Shares) the New Form of Acceptance. In deciding whether or not to accept the Final Offer, Clarity Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Initial Offer Document, the Final Offer Document and the New Form of Acceptance.

Enquiries:

Enigmatic Investments Limited Telephone: +44 (0) 1481 716000

Laurence McNairn

Mark Huntley

finnCap Telephone: +44 (0) 20 7220 0500

(Financial adviser and

corporate broker to Enigmatic Investments)

Marc Young or Ed Frisby

Further information

Appendix I sets out the conditions and certain further terms of the Final Offer.

Appendix II contains the sources and bases of certain information used in this announcement.

Appendix III contains definitions of certain terms used in this announcement. Unless otherwise stated terms have the same meanings as in the Initial Offer Document which was posted to Clarity Shareholders on 28 September 2011.

finnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as financial adviser and corporate broker to Enigmatic Investments and no one else in connection with the Final Offer and will not be responsible to anyone other than Enigmatic Investments for providing the protections afforded to clients of finnCap or for providing advice in relation to the Final Offer or any other matters referred to in this announcement.

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction pursuant to the Final Offer or otherwise. The Final Offer will be made solely through the Final Offer Document, which will contain the full terms and remaining condition of the Final Offer (including details on how to accept the Final Offer). Any response in relation to the Final Offer should be made only on the basis of the information contained in the Final Offer Document and the Initial Offer Document and the New Form of Acceptance or any other document by which the Final Offer is made. Shareholders are advised to read carefully the formal documentation in relation to the Final Offer once it has been despatched. This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, the Final Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Final Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Final Offer by persons in any such jurisdiction.

The availability of the Final Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain professional advice and observe any applicable requirements.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period, and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0) 20 7638 0129.

Publication on website

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Enigmatic Investments' website at www.enigmatic.gg by no later than 12.00 noon (London time) on 14 November 2011 and will remain available during the course of the Final Offer.

APPENDIX I

Conditions and certain further terms of the Final Offer

1. Conditions of the Final Offer

The Final Offer will be subject to the following conditions:

1.1. valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on 27 November 2011 (or such later time(s) and/or date(s) as Enigmatic Investments may, with the consent of the Panel or in accordance with the Code, decide) in respect of Clarity Shares which, together with Clarity Shares acquired or agreed to be acquired before such time(s), will result in Enigmatic Investments and any person acting in concert with it holding Clarity Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Clarity, including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Clarity Shares that are unconditionally allotted or issued before the Final 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 this purpose shares which have been unconditionally allotted, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, shall be deemed to carry the voting rights which they will carry upon being registered in the register of members of Clarity;

1.2. no government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, or any other body or person whatsoever in any jurisdiction (each an "Authority") having, without the consent or agreement of Enigmatic Investments, prior to the date when the Final Offer becomes otherwise unconditional in all respects, decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted, any statute, regulation, decision or order, or taken any other steps which would or might reasonably be expected to:

1.2.1. require, prevent or delay the divestiture by the Wider Clarity Group or the Wider Enigmatic Group of all or a material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct all or any material portion of their respective businesses or own all or any material portion of their respective assets or properties;

1.2.2. impose any limitation on, or result in a delay in, the ability of any member of the Wider Enigmatic Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares in Clarity or on the ability of any member of the Wider Clarity Group or any member of the Wider Enigmatic Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Clarity Group or to exercise management control over any such member of the Wider Clarity Group to an extent which is material in the context of the Final Offer;

1.2.3. require any member of the Wider Enigmatic Group to offer to acquire any shares or other securities or interest in any member of the Wider Clarity Group owned by any third party where such an acquisition would be material in the context of the Wider Clarity Group taken as a whole;

1.2.4. (a) make the Final Offer or its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Clarity void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit or delay the same, or impose additional conditions or obligations with respect thereto, or (b) otherwise challenge, or require amendment of, the Final Offer to an extent which is material in the context of the Final Offer; or

1.2.5. otherwise adversely affect the business, assets or profits of any member of the Wider Enigmatic Group or any member of the Wider Clarity Group in a manner which is material in the context of the Wider Clarity Group or of the obligations of the members of the Wider Enigmatic Group in connection with the Final Offer in each case taken as a whole,

and all applicable waiting and other time periods during which any Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation or enquiry having expired or been terminated;

1.3. all necessary filings having been made in connection with the Final Offer and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Final Offer or the acquisition by any member of the Wider Enigmatic Group of any shares or other securities in, or control of, Clarity and all necessary waiting periods under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or appropriate in respect of the Final Offer and the proposed acquisition of any shares or other securities in, or control of, Clarity by any member of the Wider Enigmatic Group having been obtained in terms and in a form satisfactory to Enigmatic Investments (acting reasonably) from all relevant Authorities or persons with whom any member of the Wider Clarity Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals, together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider Clarity Group, remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice of any intention to revoke or not to renew the same at the time at which the Final Offer becomes otherwise unconditional (where such revocation or failure to renew would be material in the context of the Wider Clarity Group, taken as a whole) and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects;

1.4. save as Disclosed, there being no provisions of any arrangement, agreement, licence, permit or other instrument to which any member of the Wider Clarity Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject and which, in consequence of the Final Offer, or the proposed acquisition of any shares or other securities in Clarity or because of a change in the control or management of Clarity or otherwise, could or might reasonably be expected to result, to an extent in each case, which would be material in the context of the Wider Clarity Group taken as a whole, in:

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

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

1.4.3. any such arrangement, agreement, licence, permit or instrument or the rights, liabilities, obligations or interests thereunder of any such member of the Wider Clarity Group being terminated or adversely modified or any action being taken or any obligation or liability arising thereunder that is material in the context of the Final Offer;

1.4.4. any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

1.4.5. the rights, liabilities, obligations, interests or business of any such member in or with any firm or body or, in the case of a business any arrangements relating to such interest or business, being terminated or adversely modified or affected;

1.4.6. any such member ceasing to be able to carry on business under any name under which it presently does so;

1.4.7. the financial or trading position or prospects of any member of the Wider Clarity Group being prejudiced or adversely affected to an extent which is material in the context of the Final Offer; or

1.4.8. the creation of any material liability, actual or contingent, by any such member otherwise than in the ordinary course of business;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, or other instrument to which any member of the Wider Clarity Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, would result in any of the events or circumstances as are referred to in sub‑paragraphs 1.4.1 to 1.4.8;

1.5. save as Disclosed, no member of the Wider Clarity Group since 31 March 2011 having:

1.5.1. issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities (save for options or awards granted on or before 31 March 2011 under the Clarity Share Option Schemes and for any Clarity Shares allotted upon exercise or vesting of such options);

1.5.2. other than to a wholly-owned member of the Clarity Group, recommended, declared, paid, made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

1.5.3. issued, authorised or proposed the issue of any debentures, save in the ordinary course of business, or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Clarity Group as a whole;

1.5.4. entered into or offered to enter into (which remains open for acceptance) any contract, any reconstruction or amalgamation, any transaction or arrangement otherwise than in the ordinary course of business which in any such case is material in the context of the Wider Clarity Group as a whole;

1.5.5. entered into an agreement, contract, arrangement or commitment or passed any resolution or made any offer (which remains open for acceptance) with respect to any of the transactions or events referred to in this paragraph which in any such case is material in the context of the Wider Clarity Group as a whole;

1.5.6. entered into or materially varied or made an offer (which remains open for acceptance) to enter into or materially vary, the terms of any service agreement with any director, or (other than in the ordinary course of business) with any senior executive of the Clarity Group;

1.5.7. entered into or offered to enter into (which offer remains open for acceptance) any agreement which consents to the restriction of the scope of the business of any member of the Wider Clarity Group which is material in the context of the Wider Clarity Group or the Wider Enigmatic Group as a whole;

1.5.8. waived or compromised any material claim otherwise than in the ordinary course of business which is material in the context of the Wider Clarity Group taken as a whole;

1.5.9. entered into or varied or authorised, or offered (which offer remains open for acceptance) to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is restrictive to the businesses of any member of the Wider Clarity Group or which involves an obligation of such a nature or magnitude and which is material in the context of the Wider Clarity Group as a whole;

1.5.10. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced, save in respect of the matters mentioned in sub‑paragraph 1.5.1 above, or made any other material change to any part of its share capital;

1.5.11. taken any corporate action or (to an extent which is material in the context of the Clarity Group taken as a whole) had any legal proceedings started or threatened against it for its winding‑up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

1.5.12. save for transactions between wholly‑owned members of the Clarity Group, merged with any body corporate or acquired or disposed of or demerged or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares in subsidiaries, associates and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage or charge or security interest or change in its loan capital, as aforesaid (other than in the ordinary course of business) which in any such case is material in the context of the Final Offer;

1.6. since 31 March 2011 and save as Disclosed:

1.6.1. there having been no adverse change in the business, assets, financial or trading position or profits of Clarity or any other member of the Wider Clarity Group in each case which is material in the context of the Wider Clarity Group taken as a whole;

1.6.2. there having been no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Clarity Group is or could reasonably be expected to become a party (whether as plaintiff or defendant or otherwise), no such proceedings having been threatened in writing against any member of the Wider Clarity Group and no investigation by an Authority against or in respect of any member of the Wider Clarity Group having been instituted, threatened or announced by or against or remaining outstanding in respect of any member of the Wider Clarity Group which in any such case might adversely affect any member of the Wider Clarity Group in any way which is material in the context of the Wider Clarity Group taken as a whole;

1.6.3. no contingent or other liability having arisen which would be reasonably likely materially and adversely to affect the Wider Clarity Group taken as a whole; or

1.6.4. no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Clarity Group which is necessary for the proper carrying on of its business and where such withdrawal, cancellation, termination or modification would be material in the context of the Wider Clarity Group, taken as a whole;

1.7. save as Disclosed, Enigmatic Investments not having discovered after 28 September 2011:

1.7.1. that any financial, business or other information concerning the Wider Clarity Group that is material in the context of the Final Offer as contained in the information publicly disclosed at any time by any member of the Wider Clarity Group, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading which has not been corrected and which is material in the context of the Wider Clarity Group taken as a whole;

1.7.2. that any member of the Wider Clarity Group is subject to any liability (contingent or otherwise) which is not disclosed in the Annual Report and Accounts of Clarity for the financial year ended 31 March 2011 and which is material in the context of the Wider Clarity Group taken as a whole;

1.7.3. that any past or present member of the Wider Clarity Group has not complied with any and all applicable laws and regulations of any relevant jurisdiction relating to an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any land or property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Clarity Group which non‑compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Clarity Group which would be material in the context of the Wider Clarity Group taken as a whole; and

1.7.4. that there is or is likely to be, for that or any other reason whatsoever, any liability (whether actual or contingent) of any past or present member of the Wider Clarity Group to or requirement 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 Clarity Group which is material in the context of the Wider Clarity Group taken as a whole.

2. Certain further terms of the Final Offer

Enigmatic Investments reserves the right to waive all or any of conditions 1.2 to 1.7 (inclusive) above, in whole or in part. Except with the consent of the Panel the Final Offer will lapse unless conditions 1.2 to 1.7 (inclusive) of the Final Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Enigmatic Investments in its opinion to be or to remain satisfied by midnight on the date which is 21 days from the earlier of 27 November 2011 and the date on which condition 1.1 is satisfied. Enigmatic Investments shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled or satisfied any of the conditions 1.2 to 1.7 inclusive by any date earlier than the latest date specified above for fulfilment or satisfaction of that condition notwithstanding that the other conditions of the Final Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no earlier circumstances indicating that any such conditions may not be capable of fulfillment or satisfaction.

If Enigmatic Investments is required by the Panel to make an offer for Clarity Shares under the provisions of Rule 9 of the Code, Enigmatic Investments may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

The Final Offer will lapse (unless otherwise agreed by the Panel) if it is referred to the Competition Commission in the United Kingdom before 1.00 p.m. (London time) on the date on which the Final Offer becomes or is declared unconditional as to acceptances.

If the Final Offer lapses, the Final Offer will cease to be capable of further acceptance and persons accepting the Final Offer and Enigmatic Investments shall thereupon cease to be bound by acceptances delivered on or before the date on which the Final Offer so lapses.

Clarity Shares acquired under the Final Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any), announced, declared, made or paid on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Clarity in respect of a Clarity Share on or after the date of this announcement, the price payable under the Final Offer in respect of a Clarity Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Clarity Share is or will be transferred pursuant to the Final Offer on a basis which entitles Enigmatic Investments alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Final Offer in respect of a Clarity Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Final Offer Price is paid in respect of that Clarity Share will be obliged to account to Enigmatic Investments for the amount of such dividend or distribution or return of capital.

The Final Offer will be governed by English law and will be subject to the jurisdiction of the English courts and the conditions set out above and those terms which will be set out in the Final Offer Document and in the New Form of Acceptance.

APPENDIX II

Sources and bases of information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

(a) the historical share price on any particular date is sourced from the Closing Price for that date;

(b) the number of Clarity Shares in issue is based upon the disclosure by Clarity on 28 September 2011 that it has 41,427,314 Clarity Shares in issue; and

(c) references to a percentage of Clarity Shares are based on the number of Clarity Shares in issue as set out at paragraph (b).

APPENDIX III

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:

All references to legislation in this announcement are to English legislation unless the contrary is indicated.

Any reference to any provision of any legislation shall include any amendment, modification, re‑enactment or extension thereof.

References to "£", "pounds sterling" and "pence" are to the lawful currency of the United Kingdom.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

All times referred to in this announcement are to London times unlessotherwise specified.