Xchanging : Offer Document Posted

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 OF SUCH JURISDICTION

15 December 2015

RECOMMENDED CASH OFFER

for

Xchanging plc

by

CSC Computer Sciences International Operations Limited

(a wholly owned subsidiary of Computer Sciences Corporation)

Publication of Offer Document

On 9 December 2015, the boards of directors of Xchanging plc ('Xchanging') and Computer Sciences Corporation ('CSC'), announced that they had reached agreement on the terms of a recommended cash offer for Xchanging by CSC Computer Sciences International Operations Limited ('CSC Bidco'), a wholly owned subsidiary of CSC, pursuant to which CSC Bidco will acquire the entire issued and to be issued ordinary share capital of Xchanging (the 'Offer').

Further to the announcement of the Offer on 9 December 2015, the board of directors of CSC are pleased to announce that the offer document containing the full terms and conditions of the Offer, and the procedures for its acceptance (the 'Offer Document') is being published and posted today, together with the related Form of Acceptance, to Xchanging Shareholders and, for information purposes only, to participants in the Xchanging Share Schemes.

The First Closing Date of the Offer is 15 January 2016.

To accept the Offer in respect of Xchanging Shares held in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 15 January 2016 in accordance with the procedure set out in the Form of Acceptance and Section C of Part III of the Offer Document.

To accept the Offer in respect of Xchanging Shares held in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that settlement occurs no later than 1.00 p.m. (London time) on 15 January 2016 in accordance with the procedure set out in Section D of Part III of the Offer Document. If you are a CREST-sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

The Offer Document, together with those documents listed in paragraph 15 of Part VI of the Offer Document, will be made available on CSC's website at www.csc.com and on Xchanging's website at www.xchanging.com/TakeOverBid, subject, in each case, to certain access restrictions. For the avoidance of doubt, the content of such websites is not incorporated into, and does not form part of, this announcement. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Equiniti Limited on 0333 207 6367 from within the UK or on [phone] if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Capitalised terms used but not defined in this announcement have the meanings set out in the Offer Document.

Irrevocable Undertakings, Others Commitments and Letter of Intent

The Offer Document sets out the level of irrevocable undertakings, other commitments and the letter of intent that CSC has received from Xchanging Shareholders in support of the Offer. This is set out below and replaces paragraph 5 of, and Appendix III, to the announcement made by CSC on 9 December 2015 (and the corresponding sections of the summary).

CSC Bidco has received irrevocable undertakings from each of those Xchanging Directors holding Xchanging Shares to accept the Offer, in respect of a total of 1,137,804 Xchanging Shares, representing approximately 0.46 per cent. of the existing ordinary share capital of Xchanging in issue on 14 December 2015 (being the latest practicable date prior to this announcement).

In addition, CSC Bidco has received irrevocable undertakings from Odey, Artemis, Fidelity and T. Rowe Price, institutional shareholders of Xchanging, to accept the Offer, in respect of a total of 92,102,372 Xchanging Shares, representing approximately 37.16 per cent. of the existing ordinary share capital of Xchanging in issue on 14 December 2015 (being the latest practicable date prior to this announcement). The irrevocable undertakings received from Odey, Artemis, Fidelity and T. Rowe Price will cease to be binding in the event of a competing offer for Xchanging, the value of which exceeds the value of the Offer by 10 per cent. or more (in the case of Artemis or T. Rowe Price) or 12 per cent. or more (in the case of Odey or Fidelity).

In addition, CSC Bidco has received a commitment from Farringdon, an institutional investor, in respect of 10,000,000 Xchanging Shares, representing approximately 4.03 per cent. of the existing ordinary share capital of Xchanging in issue on 14 December 2015 (being the latest practicable date prior to this announcement), over which Farringdon has a contract for difference, to request that the counterparty to the contract for difference delivers the relevant Xchanging Shares to Farringdon and, if such shares are so delivered, to accept the Offer in respect of such shares. This commitment from Farringdon will cease to be binding in the event of a competing offer for Xchanging, the value of which exceeds the value of the Offer by 12 per cent. or more.

In addition, CSC Bidco has received a letter of intent from Threadneedle in respect of 13,423,715 Xchanging Shares, representing approximately 5.42 per cent. of the existing ordinary share capital of Xchanging in issue on 14 December 2015 (being the latest practicable date prior to this announcement).

In aggregate, therefore, irrevocable undertakings, other commitments and a letter of intent to accept the Offer have been received in respect of a total of 116,663,891 Xchanging Shares, representing approximately 47.07 per cent. of the existing ordinary share capital of Xchanging in issue on 14 December 2015 (being the latest practicable date prior to this announcement). Copies of the irrevocable undertakings, other commitments and the letter of intent are now on display on Xchanging's and CSC's websites (www.xchanging.com/TakeOverBid and www.csc.com respectively) until the end of the Offer Period.

CSC and CSC Bidco
Paul N. Saleh, Chief Financial Officer H.C. Charles Diao, Vice President, Finance & Corporate Treasurer Neil DeSilva, Investor Relations Rich Adamonis, Media Relations	Tel: [phone] Tel: [phone] Tel: [phone] Tel: [phone]
Goldman Sachs (financial adviser to CSC and CSC Bidco)
Nick Harper Jonathan Hall Colin Ryan Nick Pomponi	Tel: [phone] Tel: [phone]
Xchanging	Tel: [phone]
Geoff Unwin, Chairman Ken Lever, Chief Executive
Lazard (financial adviser and Rule 3 adviser to Xchanging)	Tel: [phone]
William Rucker Cyrus Kapadia Olivier Christnacht
Investec Bank plc (corporate broker to Xchanging)	Tel: [phone]
Christopher Baird James Rudd
Liberum (corporate broker to Xchanging) Peter Tracey Neil Patel	Tel: [phone]
Maitland (public relations adviser to Xchanging)	Tel: [phone]
Emma Burdett Dan Yea

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and its affiliate, Goldman, Sachs & Co., are acting exclusively for CSC and CSC Bidco and no one else in connection with the Offer or any other matter referred to in this announcement and will not be responsible to anyone other than CSC and CSC Bidco for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the Offer or any other matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated by the FCA 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. Neither Lazard & Co., Limited 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Offer or otherwise.

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 FCA 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.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is made solely through the Offer Document and the accompanying Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of 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 document by which the Offer is made.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to the laws of any jurisdiction other than the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements. Further details in relation to overseas shareholders are contained in the Offer Document.

Unless otherwise determined by CSC Bidco or required by the Code, and insofar as permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Xchanging Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

US Shareholders

The Offer has been made for securities of an English company with a listing on the London Stock Exchange, and Xchanging Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. Xchanging's financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards adopted in the European Union and may not be comparable to the financial statements or other financial information of US companies.

The Offer is for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer has been made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer is deemed made solely by CSC Bidco and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, CSC Bidco or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Xchanging Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance.These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, Goldman Sachs and its affiliates will continue to act as exempt principal traders in Xchanging Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel and will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

The receipt of cash pursuant to the Offer by a US holder of Xchanging Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Xchanging is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

Neither the US Securities and Exchange Commission nor any other US state securities commission has approved or disapproved the Offer, or passed judgment upon the fairness or merits of the Offer or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Forward Looking Statements

This announcement contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'should', 'could', 'would', 'may', 'anticipates', 'estimates', 'synergy', 'cost-saving', 'projects', 'goal' or 'strategy' or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of CSC Bidco's or Xchanging's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on CSC Bidco's or Xchanging's business.

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of CSC Bidco or Xchanging. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to CSC Bidco or Xchanging or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. CSC Bidco and Xchanging disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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 of the Code).

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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Xchanging Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Xchanging Shareholders, persons with information rights and other relevant persons for the receipt of communications from Xchanging may be provided to CSC Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement together with all information incorporated into this announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Xchanging's and CSC's websites (www.xchanging.com/takeoverbid and www.csc.com respectively) by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference into, and do not form part of, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Xchanging's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or on 0333 207 6367 from within the UK or on [phone] if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Nicolette Bauernfeind, David Bauernfeind's wife, has irrevocably undertaken to accept the Offer in respect of the 170,000 Xchanging Shares that were transferred to her by David Bauernfeind as announced by Xchanging on 20 November 2015, and these shares are included in the totals set out above.