Offer for AST plc

Advanced Smartcard Technologies plc
26 June 2007

Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia, or Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.


FOR IMMEDIATE RELEASE                                              26 JUNE 2007



RECOMMENDED CASH OFFER FOR ADVANCED SMARTCARD TECHNOLOGIES PLC ("AST") BY
TRAINLINE INVESTMENTS HOLDINGS LIMITED ("TRAINLINE")



Summary of Offer

•    The Board of Trainline and the Independent Directors of AST are pleased to announce the terms of a
     recommended cash offer by Trainline to acquire the whole of the issued and to be issued share capital of
     AST. Trainline is a company ultimately controlled by Exponent Private Equity.

•    The Offer for the entire issued and to be issued share capital will be for 7.25 pence in cash for each
     Share and values the entire issued and to be issued share capital of AST at £18.7 million.

•    The Offer represents a premium of 56.8 per cent. to the Closing Price of 4.625 pence per AST Share on
     25 June 2007, being the last Business Day prior to this announcement.

•    The Independent Directors of AST, who have been so advised by Altium, consider the terms of the Offer to
     be fair and reasonable. Accordingly, the AST Independent Directors intend unanimously to recommend that
     AST Shareholders accept the Offer and that Independent Shareholders vote in favour of the Resolution at
     the Extraordinary General Meeting.

•    The Independent Directors and certain members of their respective immediate families and connected
     persons who hold Shares have given irrevocable undertakings, each in respect of their entire beneficial
     holdings. InvestNorthWest Limited, a company in which Thomas Doyle (the Non Executive Chairman of AST)
     holds the majority of shares, has given an irrevocable undertaking in respect of 2,431,021 Shares. These
     holdings amount to an aggregate of 36,260,855 Shares, representing approximately 15.1 per cent. of the
     existing issued share capital of AST.

•    AST Management, which includes David Braddock and Barry Hochfield, have agreed in respect of an
     aggregate of 24,453,112 Shares, representing 35 per cent. of their respective holdings of Shares, to
     sell such Shares to Trainline in exchange for shares in Trainline under the Share Exchange Agreement.
     Such Shares represent an aggregate of approximately 10.2 per cent. of the existing issued share capital
     of AST.

•    In addition AST Management have given irrevocable undertakings in respect of the balance of their
     holdings of Shares which are not being sold to Trainline in exchange for shares in Trainline under the
     Share Exchange Agreement.  Certain immediate family members and connected persons of David Braddock and
     Barry Hochfield who hold Shares have also each given irrevocable undertakings to Trainline in respect of
     their entire beneficial holdings.  Trainline has received irrevocable undertakings from persons
     described in this paragraph in respect of an aggregate of 41,646,316 Shares, representing approximately
     17.4 per cent. of the existing issued share capital of AST.

•    Trainline has also received irrevocable undertakings to accept the Offer in respect of a further
     55,401,661 Shares, representing in aggregate, approximately a further 23.1 per cent. of AST's existing
     share capital.

•    Trainline has therefore received irrevocable commitments either to accept the Offer, or has agreed to
     purchase existing issued Shares under the Share Exchange Agreement, in respect of an aggregate of
     157,761,944  Shares representing 65.8 per cent. of AST's existing issued share capital.

•    Each of the irrevocable undertakings will remain binding in the event of a competing offer being made
     for AST and will cease to be binding only if the Offer closes, lapses or is withdrawn.




Enquiries:




New Boathouse Capital (Advisers to Trainline)                        + 44 (0)20 7471 3770

Colin La Fontaine Jackson

Altium (Advisers to AST)                                             [phone]

Phil Adams
Adrian Reed
Paul Lines

Lexis Public Relations (PR for Trainline)                            [phone]

Sara Barrow



This summary should be read in conjunction with the full text of the following
announcement and the Appendices.  Appendix I sets out the conditions and
principal further terms of the Offer. Certain terms used in this announcement
(including the summary) are defined in Appendix III to this announcement.


This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.  The Offer will be made solely by means of
the Offer Document and (in the case of Shares in certificated form) the Form of
Acceptance accompanying the Offer Document, which together will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted.


The Offer Document will be posted to Shareholders shortly and thereafter will be
available for public inspection.



The availability of the Offer to Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens.  Such persons (including, without
limitation, nominees, trustees and custodians) should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdictions.
  Further details in relation to Overseas Shareholders will be contained in the
Offer Document.



Unless otherwise determined by Trainline, the Offer will not be made, directly
or indirectly, in or into the United States or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile, internet,
email or other electronic transmission, telex or telephone) of inter-state or
foreign commerce of, or any facility of a national, state or other securities
exchange of, the United States, nor will it be made directly or indirectly in or
into Canada, Australia 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, Australia or Japan.  Accordingly, copies of this announcement
are not being, will not be and must not be, directly or indirectly, mailed or
otherwise forwarded, transmitted, distributed or sent in, into or from the
United States, Australia, Canada or Japan, and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail, forward, distribute or send it in, into or from the United
States, Canada, Australia or Japan.  Doing so may render invalid any purported
acceptance of the Offer.  Any persons (including custodians, nominees and
trustees) who are overseas persons or who would, or otherwise intend to, mail or
otherwise forward, transmit, distribute or send this announcement, the Offer
Document, the Form of Acceptance or any related document outside the United
Kingdom or to any overseas person should seek appropriate advice before doing
so.



This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Offer, Trainline and AST.  Generally, the words 'will', 'may', 'should',
'could', 'would', 'can', 'continue', 'opportunity', 'believes', 'expects',
'intends', 'anticipates', 'estimates' or similar expressions identify
forward-looking statements.  The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements.  Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements.  Trainline and AST assume no obligation and do not
intend to update these forward-looking statements, except as required pursuant
to applicable law or regulation, including the City Code.



New Boathouse Capital, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to Trainline and no one else in connection with the Offer and will not be
responsible to anyone other than Trainline for providing the protections
afforded to clients of New Boathouse Capital or for giving advice in relation to
the Offer or any other matters referred to in this Announcement.



Altium, 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 AST and no one else in connection with the Offer and will
not be responsible to anyone other than AST for providing the protections
afforded to clients of Altium or for giving advice in relation to the Offer or
any other matters referred to in this Announcement.





Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia, or Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.


FOR IMMEDIATE RELEASE                                              26 JUNE 2007



RECOMMENDED CASH OFFER FOR ADVANCED SMARTCARD TECHNOLOGIES PLC ("AST") BY
TRAINLINE INVESTMENTS HOLDINGS LIMITED ("TRAINLINE")





1. Introduction



It was announced today that the Independent Directors of AST and the Board of
Trainline had reached agreement on the terms of a recommended cash offer to be
made by Trainline for the entire issued and to be issued share capital of AST,
other than Shares already owned by Trainline or contracted to be acquired by
Trainline, at 7.25 pence per Share. The Offer Price represents a premium of
56.8 per cent. to the Closing Price of 4.625 pence on 25 June 2007, being the
last Business Day preceding this announcement of the Offer and values the entire
existing and to be issued ordinary share capital of AST at approximately £18.7
million.



2. Responsibility for considering the Offer



All matters relating to the Offer have been considered by the Independent
Directors comprising Thomas Doyle (Non-Executive Chairman) and Stephen Naylor
(Finance Director) who have been advised by Altium.



David Braddock and Barry Hochfield have been deemed not to be independent for
the purposes of evaluating the Offer by virtue of their ongoing roles as
directors of AST, as described in paragraph 12 below.



3. The Offer



Under the Offer, which will be subject to the terms and conditions set out below
and in the Offer  Document and in respect of Shares in certificated form in the
Form of Acceptance, Shareholders will receive:



                       7.25 pence in cash for each Share



The Offer values the entire issued and to be issued share capital of AST at
approximately £18.7 million and the Offer represents a premium of approximately
56.8 per cent. to the Closing Price of 4.625 pence per Share on 25 June 2007,
being the last Business Day prior to this announcement.



The Offer is conditional on, amongst other things, valid acceptances being
received in respect of not less than 90 per cent. (or such lower percentage as
Trainline may, subject to the City Code, decide) of the Shares to which the
Offer relates.  Full details of the conditions to the Offer are set out in
Appendix I to this announcement. The Offer is not conditional on the approval of
the shareholders of Trainline.



Under the Offer, Shares will be acquired fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and other
third party rights or interests and together with all rights attaching to such
Shares, including, without limitation, the right to receive all dividends and
other distributions (if any) announced, declared, made or paid after the date of
the Announcement.



4. Independent Directors' Recommendation



The Independent Directors, who have been so advised by Altium, consider the
terms of the Offer to be fair and reasonable. In providing its advice to the
Independent Directors, Altium has taken into account the commercial assessment
of the Independent Directors.



Accordingly, the Independent Directors unanimously recommend Shareholders to
accept the Offer and the Independent Shareholders to vote in favour of the
Resolution to be proposed at the Extraordinary General Meeting, as they and
certain of their connected persons have irrevocably undertaken to do (or procure
to be done) in respect of their own beneficial holdings of 36,260,855 Shares in
aggregate, representing approximately 15.1 per cent. of the existing issued
share capital of AST.



5. Background to and reasons for recommending the Offer



Background

AST's only operating subsidiary, Ecebs Limited, was created in 2000 to create
innovative intellectual property ("IP") in the smartcard and secure transactions
markets. The business specialises in software for smartcard systems and has
developed and patented an innovative technology solution, branded MultefileTM,
that is designed to radically improve the way smartcard software applications
are developed and deployed. The key feature of the software is its ability to
reduce development time and costs while increasing functionality and ease of use
for smartcard issuers and users. This IP enables smartcard operators to deploy
their smartcard and smart enabled device based systems more easily and more
flexibly across a range of markets including transport, payment protection and
identity protection.



In December 2005, AST floated on AIM raising £750,000 at a price of 3.0 pence
per share and then in March 2006, raised a further £848,990 at a price of 3.0
pence per share by way of an institutional placing. This combined funding
provided the resources to accelerate the AST Group's growth strategy. As part of
this strategy, AST made a commitment to increasing its investment in its sales
and marketing and channel management capabilities by engaging additional
experienced resource in this area. Investment has also been made in refining its
MultefileTM technology. AST believes that this strategic investment in
world-class products will produce long-term benefits as the market develops and
demand for its technology increases. Working with key blue chip companies and
government organisations such as ITSO, Ecebs Limited has made available a range
of innovative solutions and has begun to deploy these through software licences.



Additionally, AST has made the strategic decision to shift its commercial focus
from revenue derived from development contracts in relation to its smart
solutions technology towards licensing AST's technology to principal contractors
and public and private end user bodies who are implementing projects requiring
smart solutions.



Reasons for recommending the Offer

Whilst enjoying success in a market of significant potential, AST is a small
business exposed to risk and is highly dependent on others to implement and
deploy its products. The nature of the product also entails long contract lead
times and the timing of sales is difficult to predict.



Earlier this year, Ecebs Limited started to work with Trainline with a view to
Trainline taking a MultefileTM licence for the travel and transport sector. It
was during that period that it became clear to Ecebs Limited that Trainline
could enable Ecebs Limited to penetrate the transport market much faster through
mass deployments of its technology.



The  Offer represents a significant premium to the Closing Price on 25 June 2007
and enables Shareholders to realise their investment whilst removing the risks
associated with the current size and stage of development of AST.



6. Irrevocable undertakings



Trainline has received irrevocable undertakings to accept the Offer in respect
of a total of 132,704,224 Shares, representing an aggregate of approximately
55.3 per cent. of AST's existing issued share capital.  The irrevocable
commitments described below, other than those described in paragraphs (b) and
(f), also extend to voting in favour of the Resolution to be proposed at the
Extraordinary General Meeting.  Management Shareholders and their respective
family members and connected persons are not eligible to vote on the Resolution
since they are not Independent Shareholders.  Accordingly, Trainline has
received irrevocable undertakings to vote in favour of the Resolution in respect
of an aggregate of 86,168,456 Shares, representing approximately 36.0 per cent.
of the existing issued share capital of AST and 51.2 per cent. of the existing
issued share capital which are eligible to vote on the Resolution.  Trainline
has received irrevocable undertakings as follows:


(a)    from each of the Independent Directors and certain members of their respective immediate families and
       connected persons who hold Shares, each in respect of their entire beneficial holdings. InvestNorthWest
       Limited a company in which Thomas Doyle (the Non Executive Chairman of AST) holds the majority of
       shares has given an irrevocable undertaking in respect of 2,431,021 Shares. These holdings amount to an
       aggregate of 36,260,855 Shares, representing approximately 15.1 per cent. of the existing issued share
       capital of AST;

(b)    from David Braddock and Barry Hochfield in respect of the balance of their holdings of Shares which are
       not being sold to Trainline in exchange for shares in Trainline under the Share Exchange Agreement (see
       below).  Certain immediate family members and connected persons of David Braddock and Barry Hochfield
       who hold Shares have each given irrevocable undertakings to Trainline in respect of their entire
       beneficial holdings.  Trainline has received irrevocable undertakings from persons described in this
       paragraph (b) in respect of an aggregate of 41,646,316 Shares, representing approximately 17.4 per
       cent. of the existing issued share capital of AST;

(c)    Thomas Doyle, who does not currently directly hold any Shares, has given Trainline an irrevocable
       undertaking in respect of any Shares arising on the exercise of any options held by him under any Share
       Incentive Schemes;


(d)    Paul Thompson and Highfield Electronics Limited (a company in which he holds the majority of shares)
       have given irrevocable undertakings in respect of beneficial holdings of an aggregate of 29,820,951
       Shares, representing an aggregate of approximately 12.4 per cent. of the existing issued share capital
       of AST;

(e)    Paul Thompson's two adult sons, James Thompson and Andrew Thompson, have given irrevocable undertakings
       in respect of 10,043,325 Shares and 10,043,325 Shares, respectively, amounting to an aggregate of
       20,086,650 Shares which represents approximately 8.4 per cent. of the existing issued share capital of
       AST; and

(f)    Michael Peters, Russell McCullagh, Mel Pashley and Alan Swain, who are each members of AST Management,
       and members of their respective immediate families and connected persons have each given irrevocable
       undertakings in respect of Shares which they beneficially hold, amounting to an aggregate of 5,494,060
       Shares, representing approximately 3.0 per cent. of the existing issued share capital of AST.




Each of the irrevocable undertakings described in this paragraph 6 remains
binding in the event of a competing offer being made for AST and will cease to
be binding only if the Offer closes, lapses or is withdrawn.



David Braddock, Barry Hochfield and the other members of AST Management (apart
from the Independent Directors) have also agreed in respect of an aggregate of
24,453,112 Shares and 4,221,858 Shares to be issued to AST Management on the
exercise of options under the Share Incentive Schemes to sell such Shares to
Trainline in exchange for shares in Trainline under the Share Exchange
Agreement. The aggregate number of Shares which Trainline has agreed to purchase
under the Share Exchange Agreement represents 35% of Shares held and to be held
on the exercise of Options by AST Management and their connected persons. The
24,453,112 issued Shares being sold under the Share Exchange Agreement represent
an aggregate of approximately 10.2 per cent. of the existing issued share
capital of AST.  Further details of the AST Management Arrangements are set out
in paragraph 12 of this announcement below.



Accordingly, Trainline has received irrevocable commitments to accept the Offer
or has agreed to purchase existing issued Shares under the Share Exchange
Agreement in respect of an aggregate of 157,761,944 Shares, representing
approximately 65.8 per cent. of the existing issued share capital of AST.



7. Information on Trainline and Exponent Private Equity



Trainline is a leading UK rail ticket retailer and rail information provider,
offering all published UK rail travel fares (other than some temporary
promotional fares) and train journey times for rail travel in the UK. The
Trainline service is approved and its systems are accredited by the rail
industry, and is both independent of any Train Operating Company and impartial
in that its systems search the full range of possible journeys based on customer
preference (such as price or time).



In addition to the online service provided direct to customers operated under
its own brands ''thetrainline'' and ''Qjump'', it provides an online white label
service for 16 of the 20 Train Operating Companies (plus one 'open access'
operator) operating under their own brands, as well as providing a rail business
travel service direct to a number of large blue chip corporations, travel
management companies and travel agents. Trainline also provides a call centre
service to a number of the customers referred to above. Trainline employs over
100 people at its offices in London and Edinburgh and approximately 450 people
through its outsource arrangements with leading global IT and call centre
service providers. Trainline was launched in 1999 to sell rail tickets through
Internet and call centre channels. The business has expanded in the last eight
years, acquiring its main online competitor QJump from National Express Group in
2004.



Trainline has long term contracts with the Train Operating Companies and
business corporations, typically for periods of three or five years, and in the
case of some Train Operating Companies, for the remaining period of the relevant
Train Operating Company franchise.



In July 2006, Exponent Private Equity acquired Trainline, for £168 million.
Trainline was bought from a consortium of shareholders that included the Virgin,
Stagecoach and National Express transport groups. This change in ownership has
enabled Trainline to build its strategy and grow its business totally
independent of any one Train Operating Company, for the benefit of the rail
industry at large.



Exponent Private Equity is an independent investment and advisory company
providing equity financing for UK-based leveraged buy-outs. It is currently
investing from its first fund of £400 million (Exponent Private Equity Partners,
LP - ''Exponent Fund I'') which was raised in August 2004. Exponent Fund I is
funded by commitments from its limited partners who are predominantly North
American, UK and European-based investment funds. Since raising its first fund,
Exponent Private Equity has underwritten £288 million of equity in six
investments, one of which has recently been divested. Exponent Private Equity is
a highly experienced group of investors who invest across all sectors.



Trainline Holdings was set up as the holding company for the Trainline group in
2002. For the financial year ended 4 March 2006 the group's consolidated
turnover was £47.5 million on total ticket sales of £394.0 million with a loss
before tax of £2.9 million after exceptional costs of £1.4 million.
Pre-exceptional EBITDA was £11.7 million. For the year to 5 March 2005
consolidated group turnover was £39.3 million on total ticket sales of £308.7
million leading to a loss before tax of £15.0 million after exceptional costs of
£10.4 million. Pre-exceptional EBITDA was £4.6 million. For the year ended 28
February 2004 turnover was £26.0 million on total ticket sales of £174.7 million
and the loss before tax was £12.0 million after exceptional costs of £4.9
million. The group made a pre exceptional EBITDA loss of £2.2 million. The group
had net liabilities of £33.7 million at 4 March 2006, £32.4 million at 5 March
2005 and £55.8 million at 28 February 2004.



When Exponent Private Equity acquired Trainline Holdings in July 2006 the
acquisition was structured in a manner common in leveraged finance transactions
of this nature.  The equity funding for the acquisition resides in the
acquisition vehicle, Trainline, in the form of £80.7 million in preference
shares and £1 million in ordinary and A ordinary shares. Below Trainline in the
group structure are two wholly-owned intermediate holding companies containing
the acquisition debt finance: Trainline Junior Mezz Limited and, below that,
Trainline Group Investments Limited.  Trainline Junior Mezz Limited has £7.5
million of mezzanine funding; the acquisition finance in Trainline Group
Investments comprises £15 million mezzanine debt and £66 million senior debt.
Trainline Holdings Limited is wholly owned by Trainline Group Investments
Limited.



As at 3 March 2007 total group debt, net of pre-paid financing costs but
including rolled up interest, was £86.7 million.  In addition £23.2 million had
been drawn on letters of credit by Trainline Group Investments Limited to
satisfy group bonding requirements.



Trainline has not yet published its financial statements for the year to 3 March
2007.



Trainline's financial performance since 4 March 2006 continues to be in line
with the Trainline Directors' expectations. Results for the year to 3 March 2007
are expected to show a continued year on year improvement in pre-exceptional
EBITDA.



8. Information relating to AST



AST is an AIM-quoted software company which, through its wholly-owned subsidiary
Ecebs Limited, specialises in software for smartcard systems and applications.
Since trading commenced in August 2000, Ecebs has developed a patented
innovative technology solution, branded MultefileTM, the key feature of which is
its ability to reduce development time and cost while increasing client
functionality and ease of use of smartcard solutions. AST's Shares were admitted
to trading on AIM in December 2005.



MultefileTM enabled cards can hold more than one application and have the
flexibility to be easily modified according to a client's requirements. In
contrast to many of the largest providers of smartcard software technology,
MultefileTM enables card issuers themselves to adopt and amend the smartcard
software, irrespective of application or range of applications.



AST's client base includes well known blue-chip companies and UK local
authorities across its business activities of software licensing, smartcard
product sales and contracted development and related services.



In the year ended 30 September 2006, AST reported sales of £2.0 million (2005:
£2.0 million), operating profit of £0.3 million  (2005: £0.2 million) and profit
before tax of £0.3 million (2005: £0.1 million). For the six months to 31 March
2007 AST reported sales of £630,000 and an operating loss of £47,000.



9. Background to and reasons for the Offer



Trainline is a leading rail ticket retailer and information provider in the UK
rail industry, providing such services online directly to customers operating
under its own brands ''thetrainline'' and ''Qjump,'' and providing an online
white label service to 16 out of 20 of the UK Train Operating Companies (plus
one 'open access' operator) operating under their own brand names, as well as
providing a rail business travel service to a number of large blue chip
corporations and travel management companies and travel agents. Trainline also
provides a call centre service to a number of the customers referred to above.



One of the ways that Trainline provides benefits to the rail industry
stakeholders, including the Train Operating Companies, the Department for
Transport and UK rail customers, is in developing and implementing new methods
of rail retailing and information services, designed to reduce rail industry
costs over time and enhance customer service and experience.



The ability to be able to purchase a rail ticket and/or have a rail ticket
fulfilled to a smartcard or smart enabled mobile device in a secure manner is
one such important development giving rise to an opportunity to radically reduce
industry costs over time and enhance customer service and experience. The
Department for Transport is keen to encourage the early adoption of a smartcard
solution, as evidenced for example by incorporating certain requirements in the
latest Train Operating Company franchise agreements.



An important part of Trainline's strategy is to develop and implement a
smartcard, and smart enabled mobile device, rail retailing and fulfilment
capability. This forms part of a wider mobile device and ''contact-less''
strategy in respect of delivering the capability to develop and exploit future
sales and fulfilment services opportunities.



Consequently, Trainline has been looking at a number of ways that most
appropriately provide a secure smartcard solution. The acquisition of AST and
its experienced management team meets Trainline's strategic plans and objectives
in the shortest timeframe, providing the opportunity to increase ticket sales
and reduce fulfilment costs over time and enhance customer service and
experience.



In addition to focusing AST on delivering a rail smartcard solution for
Trainline within the short term, AST will continue to focus on its current
strategy. The rail solution, once implemented, will be a high volume strategic
reference site, enabling AST to continue to develop and exploit its core
intellectual property, offering software licences and solutions in high growth
markets and sectors and to local authorities and national government
departments.



10. Financing the Offer



Exponent has made a facility available to Trainline to fund the payment of the
consideration payable in respect of all the issued and to be issued share
capital of AST which are the subject of the Offer  in full. Further details will
be set out in the Offer Document.



New Boathouse Capital is satisfied that Trainline will have sufficient cash
resources available to it to satisfy in full the consideration payable to
Shareholders under the Offer and meet payments to AST Optionholders.



11. Management and employees



Trainline plans to run AST and its existing business as an operating subsidiary
and the Trainline Directors believe that the combination of AST's expertise in
the development and deployment of smartcards and smart enabled mobile devices,
with Trainline's financial capabilities, existing relationships in the travel
sector and knowledge and expertise in high volume fulfilment and retailing
services, will be of benefit to the enlarged business, its employees and
customers.



Trainline attaches great importance to the skills, experience and industry
knowledge of the existing management and employees of AST, who have contributed
to AST's success to date, and whom Trainline anticipates playing an important
role in the development of the enlarged business. Trainline believes that AST
employees will benefit from a broader range of opportunities for personal and
professional development as part of a larger and financially stronger group.
Accordingly, it is Trainline's intention to continue to retain as far as
reasonably practicable AST's existing operating and employment structure.



It is Trainline's current intention that the operations of the AST Group and
Ecebs Limited will continue to be run from their current location near Glasgow.



The Board of Trainline has confirmed to the Board of AST that, following the
Offer becoming or being declared unconditional in all respects, the existing
employment rights, including pension rights, of all AST's employees will be
fully safeguarded. Trainline intends that, following the Offer becoming or being
declared unconditional in all respects, certain amendments will be made to the
service contracts of David Braddock and Barry Hochfield to reflect their
on-going role in the Enlarged Group, as summarised in paragraph 12.



Upon the Offer becoming or being declared unconditional in all respects, the
Independent Directors have agreed to resign from the Board of AST and of the
boards of all AST Group companies and associated undertakings.



12. AST Management Arrangements



Under the AST Management Arrangements, the members of the AST Management will
accept the Offer in respect of part of their shareholdings in AST. The remainder
of their shareholding will, subject to the Offer becoming or being declared
wholly unconditional, be exchanged for shares in Trainline. The members of AST
Management have also agreed to exercise their options under the Share Incentive
Schemes in full, subject to the rules of the applicable schemes and, in respect
of part of the shares to be issued on exercise, will exchange their Shares for
shares in Trainline subject to the Offer becoming or being declared wholly
unconditional. The members of AST Management have entered into the Share
Exchange Agreement to effect the exchange of Shares for shares in Trainline. In
aggregate the Shares to be sold under the Share Exchange Agreement will
represent 35 per cent. of the aggregate holdings of AST Management and their
connected persons.



In addition, it is proposed that the AST Key Employees will be provided with an
opportunity following the Offer becoming or being declared wholly unconditional
to sell 35 per cent. of their holdings of shares in AST (including those arising
on the exercise of options under the Share Incentive Schemes) in exchange for
shares in Trainline at the same value applicable to the shares issued to the
members of AST Management.



Trainline intends to implement the increase in directors' remuneration of David
Braddock and Barry Hochfield which were recommended by AST's remuneration
committee and approved by the AST Board in October 2006, further details of
which will be set out in the Offer Document. Subject to meeting certain
milestones for the delivery of a smartcard solution to Trainline, AST Management
and AST Key Employees may be eligible to participate in a three year bonus
scheme, linked to the performance of the AST Group.



The Offer is conditional upon, amongst other things, the passing of the
Resolution on a poll at the Extraordinary General Meeting, further details of
which are set out in the Offer Document.



13. Inducement fee arrangements



AST has agreed to pay Trainline an inducement fee equal to one per cent. of the
value of the Offer (inclusive of value added tax, if any). The inducement fee is
payable only if:


(a)    a third party announces (i) an offer to acquire 50 per cent. or more of the issued share capital of
       AST, (ii) a proposal to obtain control of AST by vesting control of AST in a third party by virtue of a
       scheme of arrangement under section 425 of the Act, (iii) a proposed transaction to acquire all or
       substantially all of the business of the AST Group, (iv) a proposed joint venture relating to
       substantially all of the business of the Offeree Group, or (v) a combination of the foregoing and, in
       each case, such offer or proposal is recommended by the AST Board or becomes wholly unconditional; or


(b)    the recommendation of the Offer by the AST Board is withdrawn or modified in a manner which is adverse
       to the likelihood of the Offer becoming or being declared wholly unconditional, prior to the Offer
       lapsing or being withdrawn.





14. Overseas Shareholders



The availability of the Offer to Shareholders not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United Kingdom
may be affected by the laws of their relevant jurisdictions.  Such persons
should inform themselves about, and observe, any applicable legal or regulatory
requirements.  Further details in relation to Overseas Shareholders will be
contained in the Offer Document.  Any persons (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intend to, forward
this announcement, the Offer Document, the Form of Acceptance and/or any related
document to any jurisdiction outside the United Kingdom or to overseas persons
should refrain from doing so and seek appropriate professional advice before
taking any action.



Unless otherwise determined by Trainline, the Offer will not be made, directly
or indirectly, in, into or from, or by use of the mails of, or by any means or
instrumentality (including, without limitation, electronically or by facsimile
transmission, internet, email, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, the United States, Canada, Australia or Japan, nor, subject to certain
exceptions, will it be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan.  Accordingly, copies of this announcement are not being, and must not
be, directly or indirectly, mailed, distributed, transmitted, forwarded or
otherwise sent in, into or from the United States, Canada, Australia or Japan.
Doing so may render invalid any purported acceptance of the Offer.  Persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) should not distribute, mail, transmit, forward or send it in, into
or from the United States, Canada, Australia or Japan or use such mails or any
such means, instrumentality or facility for any purpose.



15. Share Incentive Schemes



The Offer extends to any Shares which are unconditionally allotted or issued
whilst the Offer remains open for acceptance (or by such earlier time and/or
date as Trainline may, subject to the City Code and/or with the consent of the
Panel, determine) as a result of the exercise of options or other awards granted
under the Share Incentive Schemes.



To the extent that such options or awards are not exercised Trainline will make
appropriate proposals to participants in the Share Incentive Schemes in due
course. These proposals will include a cashless exercise facility in the form of
an undertaking to pay the exercise price due out of the Offer proceeds,
conditional on HMRC approval where appropriate.



16. Compulsory acquisition and cancellation of trading in Shares and
re-registration



If Trainline receives acceptances under the Offer in respect of, and/or
otherwise acquires, both 90 per cent. or more in value of the Shares to which
the Offer relates and 90 per cent. or more of the voting rights carried by those
shares and assuming that all of the other conditions of the Offer have been
satisfied or waived (if capable of being waived), Trainline intends to exercise
its rights in accordance with sections 974 to 991 of the Companies Act 2006 to
acquire compulsorily the remaining Shares on the same terms as the Offer.



Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the AIM Rules, Trainline intends to
procure that AST applies to the London Stock Exchange for the cancellation of
trading in Shares on AIM. It is anticipated that such cancellation will take
effect no earlier than 20 Business Days after the Offer becomes or is declared
unconditional in all respects. The cancellation of trading of Shares will
significantly reduce the liquidity and marketability of any Shares not acquired
by Trainline.



17. Further information



Your attention is drawn to the further information in the Appendices, which form
part of this announcement.



18. Anticipated Timetable



Trainline expects that it will despatch the Offer Document to AST Shareholders
and, for information only, to AST Optionholders, later today.



19. Dealing disclosure requirements



Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of ''relevant
securities'' of AST, all ''dealings'' in any 'relevant securities' of AST
(including by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by no later than 3.30
p.m. (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the Offer Period otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an ''interest'' in ''relevant securities'' of AST, they
will be deemed to be a single person for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of AST, by Trainline or AST, or by any of their respective '
associates', must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.



A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be

disclosed, and the number of such securities in issue, can be found on the
Panel's website at http://www.thetakeoverpanel.org.uk.



'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel on
telephone number [phone]; fax number [phone].



20. Appendices



Appendix I - Terms and Conditions of the Offer
Appendix II - Bases and Sources of Information
Appendix III - Definitions



21. Enquiries


New Boathouse Capital (Advisers to Trainline)                                           + 44 (0)20 7471 3770

Colin La Fontaine Jackson

Altium (Advisers to AST)                                                                 [phone]

Phil Adams
Adrian Reed
Paul Lines

Lexis Public Relations (PR for Trainline)                                               [phone]

Sara Barrow



Responsibility for information in this announcement



The Trainline Directors, whose names are set out  below, accept responsibility
for all the information contained in this Announcement, save for the information
for which the AST Directors accept responsibility or matters for which the
Independent Directors accept responsibility. To the best of the knowledge and
belief of the Trainline Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this document for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.



The AST Directors, whose names are set out below, accept responsibility for the
information contained in this Announcement relating to AST, the AST Group and
themselves and their immediate families, related trusts and connected persons
(within the meaning of section 346 of the Act) other than the recommendation of
the Offer by the Independent Directors for which the Independent Directors alone
accept responsibility.  To the best of the knowledge and belief of the AST
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained herein for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.



The Independent Directors accept responsibility for their recommendation of the
Offer.  To the best of the knowledge and belief of the Independent Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained herein for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.



Directors of Trainline and AST



The Trainline Directors and their respective positions are as follows:


Name                                                   Position

John Michael Kelly                                     Non-Executive Chairman
Jonathan Michael Mitchell                              Group Financial Director
Thomas Sweet-Escott                                    Non-Executive Director
Alan Colin Tomlin                                      Chief Executive
Richard Lewis Tudor                                    Non-Executive Director


The registered address of Trainline is: Trainline Investments Holdings Limited,
The Matrix, 9 Aldgate High Street, London, EC3N 1AH.



The AST Directors and their respective positions are as follows:


Name                                                  Position

David William Braddock                                Chief Executive
Thomas Ronald Doyle                                   Non-Executive Chairman*
Barry Sim Hochfield                                   Technical Director
Stephen Naylor                                        Finance Director*

*Independent Directors



The registered office of AST is: The Torus Building, Rankine Avenue, Scottish
Enterprise Technology Park, East Kilbride, G75 0QF.



                                   APPENDIX I



                       TERMS AND CONDITIONS OF THE OFFER



The Offer will be conditional upon:


(a)     valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 1.00 p.m. on
        the first closing date of the Offer (or such later times and/or dates as Trainline may, subject to
        the rules of the City Code, decide) in respect of not less than 90 per cent. (or such lesser
        percentage as Trainline may decide) in nominal value of the Shares to which the Offer relates, and
        not less than 90 per cent. (or such lesser percentage as Trainline may decide) of the voting rights
        carried by the Shares to which the Offer relates, provided that this condition will not be
        satisfied unless Trainline and/or any of its associates shall have acquired or agreed to acquire,
        whether pursuant to the Offer or otherwise, Shares carrying in aggregate more than 50 per cent. of
        the voting rights then exercisable at a general meeting of AST including, to the extent (if any)
        required by the Panel, any voting rights attaching to any Shares which are unconditionally allotted
        before the Offer becomes or is declared unconditional as to acceptances pursuant to the exercise of
        any outstanding conversion or subscription rights or otherwise.  For the purposes of this
        condition:


        (i)     Shares which have been unconditionally allotted shall be deemed to carry the voting rights
                which they will carry upon issue; and


        (ii)    the expressions "Shares to which the Offer relates" and "associates" shall be construed in
                accordance with sections 974 to 991 of the Companies Act 2006;


(b)     the passing at the Extraordinary General Meeting of AST (or at any adjournment of such a meeting)
        of the Resolution;


(c)     no government or governmental, quasi-governmental, supranational, statutory, regulatory or
        investigative body, authority, court, trade agency, association or institution or professional or
        environmental body or any other similar person or body whatsoever in any relevant jurisdiction
        (each a "Third Party") having decided to take, institute, implement or threaten any action,
        proceedings, suit, investigation, enquiry or reference or having required any action to be taken or
        information to be provided or otherwise having done anything or having made, proposed or enacted
        any statute, regulation, order or decision or having done anything which would or might reasonably
        be expected (to an extent which is material in the context of the wider AST Group taken as a whole)
        to:


        (i)     make the Offer or its implementation, or the acquisition or the proposed acquisition by
                Trainline of any shares or other securities in, or control of, AST or any of its
                subsidiaries void, illegal or unenforceable in any jurisdiction, or otherwise directly or
                indirectly restrain, prohibit, restrict, prevent or delay the same or impose additional
                conditions or financial or other obligations with respect thereto, or otherwise challenge
                or interfere therewith;


        (ii)    require, prevent or materially delay the divestiture or alter the terms envisaged for any
                proposed divestiture by any member of the wider Trainline Group of any Shares;


        (iii)   require, prevent or materially delay the divestiture or alter the terms envisaged for any
                proposed divestiture by any member of the wider AST Group of all or any material portion of
                its businesses, assets or property, or impose any limit on the ability of it to conduct its
                businesses (or any of them) or to own or control any of its assets or properties or any
                part thereof;


        (iv)    impose any material limitation on, or result in any material delay in, the ability of any
                member of the wider Trainline Group or any member of the wider AST Group to acquire, hold
                or exercise effectively, directly or indirectly, all or any rights of ownership of Shares
                or any shares or securities convertible into Shares or to exercise voting or management
                control over any member of the wider AST Group;


        (v)     require any member of the wider Trainline Group and/or of the wider AST Group to acquire or
                offer to acquire or repay any shares or other securities in and/or indebtedness of any
                member of the wider AST Group owned by or owed to any Third Party in circumstances which
                would impose on Trainline or any member of the AST Group a liability which is material in
                the context of the wider Trainline Group or the wider AST Group as the case may be;


        (vi)    impose any material limitation on the ability of any member of the wider AST Group to
                integrate or co-ordinate its business, or any material part of it, with the business of any
                member of the wider AST Group; or


        (vii)   otherwise adversely affect any or all of the businesses, assets, prospects, profits or
                financial or trading position of any member of the wider AST Group or Trainline to an
                extent which is material in the context of the Offer or to the wider AST Group taken as a
                whole,


        and all applicable waiting and other time periods during which any Third Party could institute,
        implement or threaten any such action, proceedings, suit, investigation, enquiry or reference under
        the laws of any relevant jurisdiction, having expired, lapsed or been terminated;


(d)     all necessary filings and applications which are the responsibility of any member of the wider AST
        Group having been made and all necessary waiting and other time periods (including any extensions
        thereof) under any applicable legislation or regulations of any relevant jurisdiction having
        expired, lapsed or been terminated and all statutory or regulatory obligations in any relevant
        jurisdiction having been complied with in each case as may be necessary in connection with the
        Offer and its implementation or the acquisition or proposed acquisition by Trainline or any member
        of the wider Trainline Group of any shares or other securities in, or control of, AST or any member
        of the wider AST Group and all authorisations, orders, recognitions, grants, consents, clearances,
        confirmations, licences, certificates, permissions and approvals ("Authorisations") which are
        material and necessary or appropriate for or in respect of the Offer or the acquisition or proposed
        acquisition by Trainline of any shares or other securities in, or control of, AST or the carrying
        on by any member of the wider AST Group of its business or in relation to the affairs of any member
        of the wider AST Group having been obtained in terms and in a form reasonably satisfactory to
        Trainline from all appropriate Third Parties or persons with whom any member of the wider AST Group
        has entered into contractual arrangements and all such Authorisations remaining in full force and
        effect and all filings necessary for such purpose having been made and there being no notice or
        intimation of any intention to revoke, suspend, restrict or amend or not renew the same at the time
        at which the Offer becomes or is declared wholly unconditional where the absence of such
        Authorisation would have a material adverse effect on the wider AST Group or on the wider Trainline
        Group taken as a whole;


(e)     except as Disclosed or Publicly Announced, there being no provision of any arrangement, agreement,
        licence or other instrument to which any member of the wider AST Group is a party or by or to which
        any such member or any of its respective assets is or are or may be bound, entitled or subject or
        any circumstance which, in consequence of the making or implementation of the Offer or the proposed
        acquisition of any shares or other securities in, or control of, AST by Trainline or because of a
        change in the control or management of AST or otherwise, could reasonably be expected to result in
        (to an extent which is material in the context of the wider AST Group taken as a whole):


        (i)     any indebtedness actual or contingent of, or any grant available to, any member of the
                wider AST Group being or becoming repayable or capable of being declared repayable
                immediately or prior to its stated maturity or the ability of any such member to borrow
                monies or incur any indebtedness being withdrawn or inhibited or capable of being withdrawn
                or inhibited;


        (ii)    the creation or enforcement of any mortgage, charge or other security interest over the
                whole or any part of the business, property, assets or interests of any member of the wider
                AST Group or any such security (whenever created, arising or having arisen) being enforced
                or becoming enforceable;


        (iii)   any such arrangement, agreement, licence or instrument or the rights, liabilities,
                obligations, or interests of any member of the wider AST Group under any such arrangement,
                agreement, licence or instrument (or any arrangement, agreement, licence or instrument
                relating to any such right, liability, obligation, interest or business) or the interests
                or business of any such member in or with any other person, firm, company or body being or
                becoming capable of being terminated or adversely modified or adversely affected or any
                adverse action being taken or any onerous obligation or liability arising there under;


        (iv)    any asset or interest of any member of the wider AST Group being or falling to be disposed
                of or charged (otherwise than in the ordinary course of business) or ceasing to be
                available to any member of the wider AST Group or any right arising under which any such
                asset or interest could be required to be disposed of or charged or could cease to be
                available to any member of the wider AST Group;


        (v)     any member of the wider AST Group ceasing to be able to carry on business under any name
                under which it presently does so;


        (vi)    any member of the wider Trainline Group and/or of the wider AST Group being required to
                acquire or repay any shares in and/or indebtedness of any member of the wider AST Group
                owned by any Third Party;


        (vii)   any change in or effect on the ownership or use of any intellectual property rights owned
                or used by any member of the wider AST Group;


        (viii)  the financial or trading position or prospects of any member of the wider AST Group being
                prejudiced or adversely affected; or


        (ix)    the creation of any liability, actual or contingent, by any such member,


        and no event having occurred which, under any provision of any such arrangement, agreement, licence
        or other instrument, might reasonably be expected to result in any of the events referred to in
        this condition (e);


(f)     since 30 September 2006 and save as Disclosed or Publicly Announced, no member of the wider AST
        Group having:


        (i)     issued or agreed to issue or authorised or proposed the issue of additional shares or
                securities of any class, or securities convertible into or exchangeable for shares, or
                rights, warrants or options to subscribe for or acquire any such shares, securities or
                convertible securities (save for issues between AST and any of its wholly-owned
                subsidiaries or between such wholly-owned subsidiaries and save for options as Disclosed
                granted under the AST Share Incentive Schemes before 26 June 2007 or the issue of any
                Shares allotted upon the exercise of options granted before 26 June 2007 under the AST
                Share Incentive Schemes) or redeemed, purchased, repaid or reduced or proposed the
                redemption, purchase, repayment or reduction of any part of its share capital or any other
                securities;


        (ii)    recommended, declared, made or paid or proposed to recommend, declare, make or pay any
                bonus, dividend or other distribution whether payable in cash or otherwise other than any
                distribution by any wholly-owned subsidiary within the AST Group;


        (iii)   save as between AST and its wholly-owned subsidiaries, effected, authorised, proposed or
                announced its intention to propose any merger, demerger, reconstruction, arrangement,
                amalgamation, commitment or scheme or any acquisition or disposal or transfer of assets or
                shares (other than in the ordinary course of business) or any right, title or interest in
                any assets or shares or other transaction or arrangement in respect of itself or another
                member of the wider AST Group which in each case would be material in the context of the
                wider AST Group taken as a whole;


        (iv)    acquired or disposed of or transferred (other than in the ordinary course of business) or
                mortgaged, charged or encumbered any assets or shares or any right, title or interest in
                any assets or shares (other than in the ordinary course of business) or authorised the same
                or entered into, varied or terminated or authorised, proposed or announced its intention to
                enter into, vary, terminate or authorise any agreement, arrangement, contract, transaction
                or commitment (other than in the ordinary course of business and whether in respect of
                capital expenditure or otherwise) which is of a loss-making, long-term or unusual or
                onerous nature or magnitude, or which involves or could involve an obligation of such a
                nature or magnitude, in each case which is material in the context of the wider AST Group
                taken as a whole;


        (v)     entered into any agreement, contract, transaction, arrangement or commitment (other than in
                the ordinary course of business) which is material in the context of the wider AST Group
                taken as a whole;


        (vi)    entered into any contract, transaction or arrangement which would be restrictive on the
                business of any member of the wider AST Group or which is or could involve obligations
                which would or might reasonably be expected to be so restrictive;


        (vii)   issued, authorised or proposed the issue of or made any change in or to any debentures, or
                (other than in the ordinary course of business) incurred or increased any indebtedness
                (including under any facility) or liability, actual or contingent, which is material in the
                context of the wider AST Group taken as a whole;


        (viii)  been unable or admitted that it is unable to pay its debts or having stopped or suspended
                (or threatened to stop or suspend) payment of its debts generally or ceased or threatened
                to cease carrying on all or a substantial part of its business or proposed or entered into
                any composition or voluntary arrangement with its creditors (or any class of them) or the
                filing at court of documentation in order to obtain a moratorium prior to a voluntary
                arrangement or, by reason of actual or anticipated financial difficulties, commenced
                negotiations with one or more of its creditors with a view to rescheduling any of its
                indebtedness;


        (ix)    made, or announced any proposal to make, any change or addition to any retirement, death or
                disability benefit or any other employment-related benefit of or in respect of any of its
                directors, employees, former directors or former employees;


        (x)     save as between AST and its wholly-owned subsidiaries, granted any lease or third party
                rights in respect of any of the leasehold or freehold property owned or occupied by it or
                transferred or otherwise disposed of any such property, in each case which is material in
                the context of the wider AST Group taken as a whole;


        (xi)    entered into or varied or made any offer (which remains open for acceptance) to enter into
                or vary the terms of any service agreement with any director or senior executive of AST or
                any director or senior executive of the wider AST Group;


        (xii)   taken or proposed any corporate action or had any proceedings started or threatened against
                it for its winding-up (voluntary or otherwise), dissolution, striking-off or reorganisation
                or for the appointment of a receiver, administrator (including the filing of any
                administration application, notice of intention to appoint an administrator or notice of
                appointment of an administrator), administrative receiver, trustee or similar officer of
                all or any part of its assets or revenues or for any analogous proceedings or steps in any
                jurisdiction or for the appointment of any analogous person in any jurisdiction;


        (xiii)  made any amendment to its memorandum or articles of association which could be considered
                to be material in the context of the Offer;


        (xiv)   waived or compromised any claim or authorised any such waiver or compromise, save in the
                ordinary course of business, which is material in the context of the wider AST Group taken
                as a whole;


        (xv)    taken, entered into or had started or threatened against it in a jurisdiction outside
                England and Wales any form of insolvency proceeding or event similar or analogous to any of
                the events referred to in conditions (f)(viii) and (xii) above; or




        (xvi)   agreed to enter into or entered into an agreement or arrangement or commitment or passed
                any resolution or announced any intention with respect to any of the transactions, matters
                or events referred to in this condition (f);


(g)     except as Disclosed or Publicly Announced prior to 26 June 2007, since 30 September 2006:


        (i)     there having been no material adverse change or deterioration in the business, assets,
                financial or trading position or profits or prospects of the wider AST Group taken as a
                whole;


        (ii)    no litigation, arbitration proceedings, prosecution or other legal proceedings to which any
                member of the wider AST Group is or may become a party (whether as claimant or defendant or
                otherwise), and no material enquiry or investigation by or complaint or reference to any
                Third Party, against or in respect of any member of the wider AST Group, having been
                threatened, announced or instituted or remaining outstanding by, against or in respect of
                any member of the wider AST Group in any way which is material and adverse in the context
                of the wider AST Group taken as a whole; and


        (iii)   no contingent or other liability having arisen or become apparent or increased which might
                be reasonably likely in either case to have a material adverse effect on the wider AST
                Group taken as a whole.




(h)     save as Disclosed prior to 26 June 2007, Trainline not having discovered:


        (i)     that any financial, business or other information concerning AST or the wider AST Group
                which is contained in the information publicly disclosed at any time by or on behalf of any
                member of the wider AST Group either publicly or in the context of the Offer contains a
                material misrepresentation of fact which has not, prior to 26 June 2007, been corrected by
                a Public Announcement or omits to state a fact necessary to make the information contained
                therein not materially misleading in the context of the wider AST Group taken as a whole;
                or


        (ii)    any information which materially affects the import of any such information as is mentioned
                in condition (h)(i).


(i)     save as Disclosed prior to 26 June 2007, Trainline not having discovered that:


        (i)     there has been a disposal, spillage or leakage of waste or hazardous substance or any
                substance likely to impair the environment or harm human health on, or there has been an
                emission or discharge of any waste or hazardous substance or any substance likely to impair
                the environment or harm human health from, any land or other asset now or previously owned,
                occupied or made use of by any past or present member of the wider AST Group which would be
                reasonably likely to give rise to any liability (whether actual or contingent, civil or
                criminal) or cost on the part of any member of the wider AST Group which is material in the
                context of the wider AST Group taken as a whole;


        (ii)    any past or present member of the wider AST Group has failed to comply with any and/or all
                applicable legislation or regulations of any relevant jurisdiction with regard to the use,
                treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or
                emission of any waste or hazardous substance or any substance reasonably likely to impair
                the environment or harm human health or animal health or otherwise relating to
                environmental matters, or that there has otherwise been any such use, treatment, handling,
                storage, transport, disposal, spillage, release, discharge, leak or emission (whether or
                not the same constituted a non-compliance by any member of the wider AST Group with any
                such legislation or regulations, and wherever the same may have taken place) any of which
                use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak
                or emission would be reasonably likely to give rise to any liability (actual or contingent,
                civil or criminal) or cost on the part of any member of the wider AST Group which is
                material in the context of the wider AST Group taken as a whole;



Trainline reserves the right to waive all or any of conditions (c) to (i)
inclusive, in whole or in part.



Condition (b) must be fulfilled or waived within 21 days after the later of the
first closing date of the Offer and the date on which condition (a) is fulfilled
and conditions (c) to (i) inclusive must be satisfied as at, or waived on or
before, midnight on the 21st day after the later of the first closing date of
the Offer and the date on which condition (a) is fulfilled (or in each such case
such later date as Trainline may, with the consent of the Panel, agree), failing
which the Offer will lapse provided that Trainline shall be under no obligation
to waive or treat as fulfilled any of conditions (c) to (i) inclusive by a date
earlier than the latest date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.



The Offer will lapse if the proposed acquisition of AST by Trainline is referred
to the Competition Commission before 1.00 p.m. on the first closing date of the
Offer or the date when the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.  In such circumstances, the Offer will
cease to become capable of further acceptance and accepting AST shareholders and
Trainline shall cease to be bound by acceptances delivered on or before the date
on which the Offer so lapses.



Trainline reserves the right to make such changes to the above conditions as may
be appropriate in the event that the conditions of the Offer are required to be
amended to comply with Rule 9 of the City Code.



The Offer will be made on the terms and will be subject to the conditions which
are set out in this Appendix I, those terms which will be set out in the Offer
Document and the Form of Acceptance and such further terms as may be required to
comply with the provisions of the City Code.  This announcement does not
constitute an offer or invitation to purchase any securities.



The Offer will be governed by English law and subject to the jurisdiction of the
English courts and to the conditions and further terms set out below and to be
set out in the Offer Document and Form of Acceptance.



                                  APPENDIX II



                        BASES AND SOURCES OF INFORMATION


(a)    Unless otherwise stated information relating to AST has been extracted from the AST's unaudited interim
       results for the six months ended 31 March 2007 and AST's audited report and accounts for the year ended
       30 September 2006.


(b)    Information relating to Trainline Group has been extracted from the  audited report and accounts of
       Trainline Group companies for the years ended 4 March 2006 and  5 March 2005 and 28 February 2004 and
       Trainline Group accounting records.


(c)    The Offer values the existing issued share capital of AST at approximately £17.4 million,  based upon
       the cash consideration of 7.25 for each Share and on 239,800,052 AST Shares in issue on 26 June 2007. A
       further 17,981,818 ordinary shares in AST are exercisable under the Share Incentive Schemes upon the
       Offer being declared wholly unconditional. At 7.25 pence per Share these represent an additional £1.3
       million.


(d)    The Closing Prices of AST Shares represent the closing middle-market prices for AST Shares on the
       relevant dates sourced from the Daily Official List.





APPENDIX III



DEFINITIONS



The following definitions apply throughout this announcement unless the context
requires otherwise.
"Act"                                         Companies Act 1985 (as amended)
"AIM"                                         AIM, a market operated by the London Stock Exchange
"AIM Rules"                                   the AIM Rules for Companies published by the London Stock
                                              Exchange
"Altium"                                      Altium Capital Limited
"Announcement"                                this announcement
"associated undertaking"                      to be construed in accordance with the Act (but, for this
                                              purpose, ignoring paragraph 20(1)(b) of Schedule 4a thereto)
"AST"                                         Advanced Smartcard Technologies plc, a public company
                                              incorporated in Scotland with registered number SC293461
"AST Directors" or "Directors of  AST"        the directors of AST at the date of this announcement
"AST Group"                                   AST and its subsidiaries and subsidiary undertakings
"AST Key Employees"                           Anthony Breslin, Brian McGuinness, Alan Nisbet, Stuart
                                              Williamson, Sheryll McSpurren, John Neeson and Steve McSpadden
"AST Management"                              David Braddock, Barry Hochfield, Michael Peters, Russell
                                              McCullagh, Mel Pashley and Alan Swain
"AST Management Arrangements"                 the arrangements described in paragraph 12 of this announcement
                                              relating to AST Management
"AST Optionholder"                            a person who holds options or awards granted under either of the
                                              Share Incentive Schemes
"Australia"                                   the Commonwealth of Australia, its states, territories and
                                              possessions
"Board"                                       as the context requires, the board of directors of AST or the
                                              board of directors of Trainline and the terms ''AST Board'' and '
                                              'Trainline Board'' shall be construed accordingly
"Business Day"                                any day (other than a public holiday, Saturday or Sunday) on
                                              which clearing banks in London are open for normal business
"Canada"                                      Canada, its provinces and territories and all areas under its
                                              jurisdiction and political sub-divisions thereof
"Capita Registrars"                           a trading name of Capita IRG Plc
"certificated" or "in certificated form"      a share or other security which is not in uncertificated form
                                              (that is, not in CREST)
"City Code"                                   the City Code on Takeovers and Mergers
"Closing Price"                               the closing middle market quotation of a Share as derived from
                                              the Daily Official List
"Daily Official List"                         the Daily Official List of the London Stock Exchange
"Disclosed"                                   disclosed in writing by or on behalf of AST to Trainline or its
                                              advisers prior to the date of the Announcement
"EBITDA"                                      being earnings before interest, tax, depreciation and
                                              amortisation
"Ecebs Limited"                               Ecebs Limited, a wholly-owned subsidiary of AST
"Enlarged Group"                              the Trainline Group, as enlarged by the acquisition of AST after
                                              the Offer has become or been declared wholly unconditional
"Exponent Private Equity"                     Exponent Private Equity LLP
"Extraordinary General Meeting" or "EGM"      the extraordinary general meeting of AST to be held at 10.30 a.m.
                                              on 12 July 2007 at which the Resolution will be put to
                                              Shareholders (and any adjournment thereof)
"Form of Acceptance"                          the form of acceptance, election and authority relating to the
                                              Offer, which may only be completed by holders of Shares in
                                              certificated form, which will accompany the Offer Document
"HMRC"                                        HM Revenue & Customs
"Independent Directors"                       Thomas Doyle and Stephen Naylor, being those AST Directors who
                                              are independent in relation to the Offer and who constitute the
                                              independent committee of the AST Board formed to consider the
                                              Offer
"Independent Shareholders"                    all Shareholders, other than the Management Shareholders, AST Key
                                              Employees and any person acting or deemed to be acting in concert
                                              with Trainline
"Japan"                                       Japan, its cities, prefectures, territories and possessions
"London Stock Exchange"                       London Stock Exchange plc
"Management Shareholders"                     AST Management who currently hold Shares or who prior to the
                                              Extraordinary General Meeting come to hold Shares (including
                                              pursuant to the Share Incentive Schemes), together with
                                              Shareholders and members of their immediate family who are
                                              connected persons of any member of AST Management
"New Boathouse Capital"                       New Boathouse Capital Limited
"Offer"                                       the recommended offer made by Trainline to acquire the entire
                                              issued and to be issued ordinary share capital of AST on the
                                              terms and subject to the conditions set out in this announcement
                                              and subject to the full terms and conditions to be set out in the
                                              Offer Document
"Offer Document"                              the formal offer document detailing the terms and conditions of
                                              the Offer
"Offer Price"                                 7.25 pence per Share
"Overseas Shareholders"                       Shareholders (or nominees of, or custodians or trustees for
                                              Shareholders) not resident in or citizens of the United Kingdom
"Panel"                                       the Panel on Takeovers and Mergers
"Publicly Announced"                          disclosed in AST's annual report and accounts for the financial
                                              year ended 30 September 2006 or in the interim financial
                                              statements for the six months ended 30 March 2007 published on
                                              the date of this announcement or in any other announcement made
                                              by or on behalf of AST to a Regulatory Information Service prior
                                              to 26 June 2007
"Regulations"                                 The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"Regulatory Information Service"              has the meaning given to that expression in the AIM Rules
"Resolution"                                  the ordinary resolution to be put to the Independent Shareholders
                                              at the EGM to approve the AST Management Arrangements, pursuant
                                              to Rule 16 of the City Code
"Securities Act"                              The United States Securities Act of 1933, as amended
"Share Exchange Agreement"                    the agreement dated 26 June 2007 entered into between Trainline
                                              and each of the members of AST Management under which Shares held
                                              by members of AST Management are exchanged for shares in
                                              Trainline, the provisions of the agreement being described in
                                              paragraph 12 of this announcement
"Shareholders"                                holders of Shares
"Share Incentive Schemes"                     the AST Enterprise Management Incentives Scheme and the option
                                              agreement between AST and Thomas Doyle in respect of 1,166,666
                                              Shares
"Shares"                                      includes:
                                                 (a)   the existing unconditionally allotted or issued and
                                                       fully paid ordinary shares of £0.0003 each in the
                                                       capital of AST; and
                                                 (b)   any further ordinary shares of £0.0003 each in the
                                                       capital of AST which are unconditionally allotted or
                                                       issued and fully paid before the Offer closes or before
                                                       such earlier date as Trainline (subject to the City
                                                       Code) may determine not being earlier than the date on
                                                       which the Offer becomes or is declared unconditional as
                                                       to acceptances,
                                              but excludes any shares held as treasury shares on such date as
                                              Trainline may determine before the Offer closes (which may be a
                                              different date to the date referred to in (b)
"subsidiary" and "subsidiary undertaking"     the meaning given to these terms in the Act but for those
                                              purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Act
"Substantial Interest"                        a direct or indirect interest in 20 per cent. or more of the
                                              voting or equity capital (or equivalent) of an undertaking
"Trainline"                                   Trainline Investments Holdings Limited, a company incorporated in
                                              England and Wales with registered number 5776685
"Trainline Directors" or "Directors of        the directors of Trainline at the date of this document
Trainline"
"Trainline Group"                             Trainline and its subsidiaries and subsidiary undertakings
"Trainline Holdings"                          Trainline Holdings Limited, a company incorporated in England and
                                              Wales with registered number 3886253
"Train Operating Companies"                   means the UK franchised train operating companies
"treasury shares"                             any Shares held by AST as treasury shares
"UK" or "United Kingdom"                      The United Kingdom of Great Britain and Northern Ireland (and its
                                              dependent territories)
"United States" or "US"                       the United States of America, its territories and possessions,
                                              any state of the United States of America and the District of
                                              Columbia
"US Person"                                   a US person as defined in Regulation S under the Securities Act
"wider AST Group"                             excluding Accrington Technologies Limited, the AST Group and
                                              associated undertakings and any other body corporate,
                                              partnership, joint venture, firm or company in which any member
                                              of the AST Group is interested or any undertaking in which AST
                                              and such undertakings (aggregating their interests) have a
                                              Substantial Interest
"wider Trainline Group"                       the Trainline Group and associated undertakings and any other
                                              body corporate, partnership, joint venture, firm or company in
                                              which any member of the Trainline Group is interested or any
                                              undertaking in which Trainline and such undertakings (aggregating
                                              their interests) have a Substantial Interest

All references to time in this Announcement are to London time.

Words importing the singular shall include the plural and vice versa, and words
importing the masculine shall include the feminine or neutral gender.




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            The company news service from the London Stock Exchange