Crossword Cybersecurity Regulatory News (CCS)

For immediate release

Enigmatic Investments Limited

Response to Offer Rejection

Summary

·; Enigmatic Investments Limited's ("Enigmatic Investments") all cash Offer of 23p per Clarity Commerce Solutions Plc ("Clarity") Share represents a premium of approximately 51 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 announcement by Enigmatic Investments of its firm intention to make an offer for Clarity.

·; The 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.

Following announcement by Clarity of its offer rejection and following review by Enigmatic Investments and its advisers, Enigmatic Investments confirms that the offer rejection announcement does not contain any information that alters Enigmatic Investments' view of Clarity.

Enigmatic Investments has noted the Clarity Board's statement and views, and rejects the notion that the Offer is highly opportunistic and that it undervalues the Company and its prospects. The rationale for this rejection and the reasons to support the Offer are summarised below:

·; An analysis of historical earnings multiples of publicly quoted peers suggests that the Offer Price is attractive:

o the adjusted historical price/earnings multiples of industry peers show that the market attributes an average multiple of 7.8 to similar businesses (see Table 1 below);

o the Offer values the entire issued ordinary share capital of Clarity at approximately £9.5 million; and

o in the year to 31 March 2011 Clarity reported a loss from continuing operations of £1.6m.

·; Enigmatic Investments is presenting a historic analysis as there are no published forecasts for Clarity in the current financial year.

Table 1 

·; The value of the Offer is more than Enigmatic Investments would attribute to Clarity on a standalone basis, without Enigmatic Investments' wider ambition to build a larger business in the EPOS market and the potential synergies and strategic rationale of a possible combination with DigiPoS;

·; 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 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 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).

Clarity Shareholders are encouraged to accept the Offer immediately and, in any event, by no later than 1.00pm (London time) on 19 October 2011. The Board of Enigmatic Investments acknowledges that the Offer is likely to cause considerable disruption to the operations of Clarity and therefore it encourages all shareholders to accept the Offer without delay to minimise that impact and to safeguard the interests of shareholders, employees and other stakeholders in the Company.

Terms defined in the Offer Document dated 28 September 2011 have the same meaning in this announcement unless otherwise stated.

Enquiries:

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 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 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 Offer or otherwise. The Offer is made solely through the Offer Document, which contains the full terms and conditions of the Offer (including details on how to accept the Offer). Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. Shareholders are advised to read carefully the formal documentation in relation to the Offer. 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 Offer is 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 Offer is 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 Offer by persons in any such jurisdiction.

The availability of the 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 12 October 2011 and will remain available during the course of the Offer.