XCH.L Regulatory News (XCH)

RECOMMENDED CASH OFFER

for

XCHANGING PLC

by

CSC Computer Sciences International Operations Limited

(a wholly-owned subsidiary of Computer Sciences Corporation)

Delisting and board changes

On 6 May 2016, CSC Computer Sciences International Limited (CSC Bidco), a wholly-owned subsidiary of Computer Sciences Corporation, announced that its unanimously recommended cash offer (the Offer) under which CSC Bidco would acquire the entire issued and to be issued share capital of Xchanging plc (Xchanging) at a price of 190 pence per ordinary share of 5 pence each in Xchanging (together, the Xchanging Shares) had become unconditional in all respects. The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was published and sent to Xchanging Shareholders by CSC Bidco on 15 December 2015 (the Offer Document).

CSC Bidco also announced that at 5.00 p.m. (London time) on 4 May 2016, CSC Bidco had received valid acceptances of the Offer in respect of 227,928,243 Xchanging Shares, representing approximately 91.88 per cent. of the existing issued share capital of Xchanging. This level of acceptances includes 24,760,355 Xchanging Shares, representing approximately 9.98 per cent. of the existing issued share capital of Xchanging, which CSC Bidco announced on 23 December 2015 it had acquired.

Delisting

As CSC Bidco has by virtue of its shareholdings and acceptances of the Offer acquired, or agreed to acquire, Xchanging Shares representing at least 75 per cent. of the voting rights of Xchanging, Xchanging confirms that the 20 business days' notice period for the cancellation of listing of Xchanging Shares on the premium listing segment of the Official List of the Financial Conduct Authority and the trading of Xchanging Shares on the London Stock Exchange's main market for listed securities has commenced. It is anticipated that the cancellation of listing and trading will take effect on or shortly after 8.00 a.m. (London time) on 6 June 2016. Such cancellation would significantly reduce the liquidity and marketability of any Xchanging Shares not assented to the Offer at that time.

Xchanging board changes

Xchanging announces changes to the composition of its board as a result of the successful unanimously recommended cash offer by CSC Bidco.

Geoff Unwin, Ian Cormack, Saurabh Srivastava, Bill Thomas and Stephen Wilson have resigned as directors of Xchanging, in each case with effect from 5 May 2016.

Mark Pickett and Michael Woodfine were appointed as new directors of Xchanging with effect from 5 May 2016. There is no information that requires disclosure under paragraphs 9.6.13R(1) to (6) of the Listing Rules in respect of the new directors of Xchanging.

Enquiries

Anna M. Myburgh, Company Secretary +44 (0) 203 604 5001