Recommended Cash Offer by Cornwall Bidco Limited for Civica plc
Offer declared wholly unconditional

Introduction

Further to the Offer made on 28 March 2008 by Cornwall Bidco Limited ("Cornwall Bidco") to acquire the entire issued and to be issued share capital of Civica plc ("Civica"), Cornwall Bidco is pleased to declare the Offer unconditional in all respects. The offer document setting out the full terms of the Offer (the "Offer Document") was posted to Shareholders on 28 March 2008.

The Offer will remain open for acceptance until further notice.

Level of Acceptances

As at 1.00 p.m. (London time) on 18 April 2008, valid acceptances of the Offer had been received in respect of a total of 42,805,539 Civica Shares, representing approximately 67.90 per cent. of the existing issued share capital of Civica ("Valid Acceptances").

Furthermore, as at 1.00 p.m. (London time) on 18 April 2008, Cornwall Bidco held 17,018,941 Civica Shares, representing approximately 27.00 per cent. of the existing issued share capital of Civica. These Civica Shares were acquired by Cornwall Bidco on 28 March 2008.

Accordingly, as at 1.00 p.m. (London time) on 18 April 2008, Cornwall Bidco held, or had received Valid Acceptances in respect of, an aggregate of 59,824,480 Civica Shares, representing approximately 94.91 per cent. of the existing issued share capital of Civica.

Of the Valid Acceptances, acceptances relating to an aggregate of 31,899 Civica Shares, representing approximately 0.05 per cent. of the existing issued share capital of Civica, had been received from persons acting in concert with Cornwall Bidco.

On the basis of information available from acceptances, and confirmations received by Cornwall Bidco from those Shareholders who gave an irrevocable undertaking to accept the Offer, of the Valid Acceptances an aggregate of 18,842,054 Civica Shares, representing approximately 29.89 per cent. of the existing issued share capital of Civica, were subject to irrevocable undertakings to accept the Offer procured by Cornwall Bidco prior to the announcement of the Offer.

Full details of the irrevocable undertakings are set out in the Offer Document dated 28 March 2008.

Details of the interests in Civica Shares of persons acting in concert with Cornwall Bidco are set out in the Appendix to this announcement. Save as set out in this announcement (including the Appendix), neither Cornwall Bidco nor, so far as Cornwall Bidco is aware, any person acting or deemed to be acting in concert with Cornwall Bidco has any interest in any Civica Shares or in any securities convertible or exchangeable into Civica Shares ("Relevant Civica Securities") or has any rights to subscribe for Relevant Civica Securities or holds any short position in relation to Relevant Civica 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 has borrowed or lent any Relevant Civica Securities (save for borrowed Civica Shares which have been either on-lent or sold).

As at 1.00 p.m. (London time) on 18 April 2008 the Management Team held options in respect of 5,657,821 Civica Shares as set out in Appendix 1. After 1.00 p.m. on 18 April 2008, those options were exercised and acceptances of the Offer were made in respect of all the 5,657,821 Civica Shares issued upon such exercise.

Settlement of Consideration

Settlement of the consideration due under the Offer will be dispatched (or, in respect of Civica Shares held in uncertificated for, credited through CREST) in respect of Civica Shares for which acceptances of the Offer, valid in all respects, have already been received or, in respect of Shares held in uncertificated form, for which Electronic Acceptances have already been validly made, by 2 May 2008.

Settlement of consideration in respect of valid acceptances received or made after 1.00 p.m. on 18 April 2008 will be dispatched (or, in respect of Civica Shares held in uncertificated form, credited through CREST) within 14 days of such acceptances being received.

De-listing

As Cornwall Bidco has attained in excess of 90 per cent. of the voting rights attaching to Civica Shares, Cornwall Bidco intends to take steps to procure the application by Civica for the cancellation of the listing of Civica Shares on AIM and the cancellation of trading Civica Shares on AIM. Such de-listing would significantly reduce the liquidity and marketability of any Civica Shares that are not acquired by Cornwall Bidco. It is Cornwall Bidco's intention that, after such cancellation, Civica will be re-registered as a private company under the relevant provisions of the Companies Act 1985.

Compulsory Acquisition

Cornwall Bidco intends to apply the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily all remaining Civica Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwise acquired, on the same terms as the Offer

Other

Shareholders who wish to accept the Offer, but have not yet done so, are strongly encouraged (in the case of Civica Shares which are not held in CREST) to complete and return a Form of Acceptance, or in the case of Civica Shares in uncertificated form (that is, in CREST), to take the actions set out in paragraph 14 of the letter from Cornwall Bidco in Part II of the Offer Document, in each case as soon as possible.

The definitions set out in the  Offer Document  dated 28 March 2008 apply to this announcement (including the Appendix) unless otherwise indicated.

The Directors of Cornwall Bidco accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Cornwall Bidco (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as financial adviser to Cornwall Bidco, 3i Investments and the 3i Investors and no one else in connection with the Offer and will not be responsible to anyone other than Cornwall Bidco, 3i Investments and the 3i Investors for providing the protections afforded to clients of PricewaterhouseCoopers LLP 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 any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer was made solely through the Offer Document, which contained 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 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.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be 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 Cornwall Bidco or required by the City Code and permitted by applicable law and regulation, the Offer is not being made and 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, the United States, Canada or Japan, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada or Japan.  Accordingly, unless otherwise determined by Cornwall Bidco or required by the City Code and permitted by applicable law and regulation, copies must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada or Japan 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.