RECOMMENDED CASH OFFER FOR ASCRIBE PLC
BY
SCROLL BIDCO LIMITED

SUMMARY

• Further to the announcement by Ascribe on 19 August 2008 regarding preliminary discussions in relation to a potential management buyout by Ascribe's executive directors, the board of Scroll Bidco and the Independent Directors of Ascribe are pleased to announce the terms of a recommended cash offer (the "Offer") to be made by Scroll Bidco for Ascribe.
  
  
• The Offer Price is 28p in cash per Ascribe Share. The Offer values the existing issued share capital of Ascribe at approximately £32.9 million.
  
  
• The Offer Price represents:

• A premium of approximately 55.6 per cent. to the Closing Price of 18.0p per Ascribe Share on 14 July 2008, being the date on which the approach to the Independent Directors was clarified;

• a premium of approximately 22.0 per cent. to the average Closing Price of 22.9p per Ascribe Share in the six month period ending on 16 December 2008, being the last dealing day prior to this announcement;

• a premium of approximately 16.7 per cent. to the Closing Price of 24.0p per Ascribe Share on 18 August 2008, being the last dealing day prior to the announcement that the board of Ascribe was in discussions about a possible offer; and

• a premium of approximately 12.0 per cent. to the Closing Price of 25.0p per Ascribe Share on 16 December 2008, being the last dealing day prior to this announcement.

• Scroll Bidco is a newly incorporated company that has been formed on behalf of Stephen Critchlow and ECI8 for the purposes of completing the Acquisition. Scroll Bidco will be indirectly owned by funds managed by ECI (a UK-based private equity house) and Management following completion of the Proposals.
  
  
• The Offer is unanimously recommended by the Independent Directors, who consider its terms fair and reasonable, having been so advised by Cenkos.
  
  
• The Independent Directors have irrevocably undertaken to accept, or (where applicable) to procure the acceptance of, the Offer and to vote or (where applicable) to procure that the registered holder votes, in favour of the Management Arrangements at the Ascribe General Meeting in respect of their entire beneficial holding of 444,972 Ascribe Shares, which, in aggregate, represent approximately 0.4 per cent. of the existing issued share capital of Ascribe.
  
  
• In addition, Management have irrevocably undertaken to accept, or (where applicable) procure the acceptance of, the Offer in respect of their entire beneficial holdings other than those that are to be "rolled over" into loan notes in Scroll Bidco and shares in Topco as part of the Management Arrangements which are described in paragraph 11 of this announcement, being 15,080,487 Ascribe Shares, which, in aggregate, represent approximately 12.8 per cent. of the existing issued share capital of Ascribe.
  
  
• Institutional and other significant shareholders have also provided irrevocable undertakings and letters of intent to accept, or (where applicable) procure the acceptance of, the Offer in respect of 36,840,538 Ascribe Shares, representing approximately 31.3 per cent. of the existing issued share capital of Ascribe.
  
  
• In aggregate therefore, Scroll Bidco has received irrevocable undertakings and letters of intent to accept, or (where applicable) procure the acceptance of, the Offer in respect of 52,365,996 Ascribe Shares, representing approximately 44.5 per cent. of the existing issued share capital of Ascribe.
  
  
• Scroll Bidco has received in aggregate irrevocable undertakings and letters of intent to vote, or (where applicable) to procure that the registered holder votes in favour of, the Management Arrangements at the Ascribe General Meeting in respect of 34,115,510 Ascribe Shares, representing approximately 29.0 per cent. of the existing issued share capital of Ascribe.
  
  
• Altium is acting as financial adviser to Scroll Bidco. Cenkos is acting as financial adviser to Ascribe under Rule 3 of the City Code.
  
  
• The Offer Document and the Form of Acceptance will be despatched as soon as practicable today.
  

Commenting on the Offer, Stephen Critchlow, Executive Chairman of Ascribe, commented:

"Ascribe has grown rapidly on AIM. However Management believes that the next stage of Ascribe's growth will be better facilitated as a private company with a supportive private equity backer which endorses Management's strategy of consolidating market share across our product portfolio both via organic growth and by further acquisitions."

David Ewing of ECI and a director of Scroll Bidco, added:

"We are delighted to have reached an agreement with the Independent Directors of Ascribe. The provision of IT services to healthcare is an exciting market segment in which Ascribe is a recognised leader in certain product areas. We believe that with our support Ascribe can continue to grow significantly through organic growth and take advantage of further acquisition opportunities."

This summary should be read in conjunction with, and is subject to, the full text of the attached announcement. Appendix IV to the attached announcement contains definitions of certain expressions used in this summary. The Offer will be subject to the full terms and conditions set out in the Offer Document and the Form of Acceptance.

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