Statement regarding acquisition of shares

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 OR REGULATIONS OF THAT JURISDICTION

23 December 2015

For immediate release

Xchanging plc

Statement regarding acquisition of shares by CSC Computer Sciences International Operations Limited ("CSC")

The Board of Xchanging plc ("Xchanging") notes the announcement by CSC that it has purchased 9.99 per cent of Xchanging's existing ordinary share capital from Capita plc at a price of 190 pence per Xchanging ordinary share. As announced by CSC this morning, CSC now owns or has irrevocable undertakings, other commitments and a letter of intent to accept its recommended cash offer for the entire issued and to be issued ordinary share capital of Xchanging (the "Offer") in respect of a total of 141,424,246 Xchanging ordinary shares, representing approximately 57.06 per cent. of the existing ordinary share capital of Xchanging in issue on 22 December 2015 (being the latest practicable date prior to this announcement).

The Offer from CSC at 190 pence in cash for each Xchanging ordinary share remains the only firm offer which has been made and was unanimously recommended by the Board of Xchanging on 9 December 2015. Each of the Xchanging Directors has irrevocably undertaken to accept CSC's Offer in respect of his own beneficial holdings. The first closing date of CSC's Offer is 1.00 pm on 15 January 2016.

The Board of Xchanging notes the decision of the Takeover Panel Hearings Committee, as set out in Panel Statement 2015/20, published on 18 December 2015.

Enquiries:

www.xchanging.com

@XchangingGroup

Linkedin/company/xchanging

Disclaimer

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Xchanging and for no-one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer or the matters referred to in this announcement.

Investec Bank plc, which is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, is acting exclusively for Xchanging and no-one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer. Neither Investec Bank plc nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec Bank plc in connection with this announcement, any statement contained herein, the Offer or otherwise.

Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Xchanging and for no-one else in connection with the Offer and will not be responsible to anyone other than Xchanging for providing the protections afforded to its clients or for providing advice in connection with the Offer or matters referred to in this announcement.

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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 by 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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.