St. James's MGP Ltd Offer Update. 06/05/03

Not for release, publication or distribution in, into or from the United States, Canada, Australia or Japan

KPMG Corporate Finance is pleased to announce on behalf of St. James’s that, with all outstanding conditions having either been satisfied or waived, the Offer has today been declared unconditional in all respects. The Offer remains open for acceptance until further notice.

As at 3.00 p.m. (GMT) on 6 May 2003 valid acceptances had been received in respect of a total of 12,845,377 ReNeuron Shares, representing approximately 35.8 per cent. of the existing issued share capital of ReNeuron.

St. James’s is a newly incorporated company formed to implement the Offer and is majority owned and controlled by the Merlin Consortium. At the time of making the Offer, the Merlin Consortium owned 18,888,890 ReNeuron Shares, representing approximately 52.7 per cent. of ReNeuron’s existing issued share capital, which it agreed to exchange for new St. James’s Shares upon St. James’s resolving to declare the Offer unconditional in all respects. In addition, St. James’s had entered into agreements, conditional both upon the passing of a Resolution at the EGM and St. James’s resolving to declare the Offer unconditional in all respects, with Dr Martin Edwards, Dr John Sinden and Dr Helen Hodges to acquire, in aggregate, 2,559,500 ReNeuron Shares held by them (representing approximately 7.1 per cent. of ReNeuron’s existing issued share capital) in exchange for new St. James’s Shares. The conditions attaching to these share exchange agreements have now been satisfied and the exchanges referred to above have been completed.

St. James’s has accordingly acquired, or has received valid acceptances in respect of, a total of 34,293,767 ReNeuron Shares representing approximately 95.6 per cent. of ReNeuron’s existing issued share capital.

Consideration under the Offer will be despatched by 20 May 2003 to ReNeuron Shareholders who had provided valid and complete acceptances under the Offer by 3.00pm on 6 May 2003. The Offer will remain open for acceptances until further notice and consideration in respect of valid acceptances received after 3.00pm on 6 May 2003 will be despatched to accepting Reneuron Shareholders within 14 days of such receipt.

Prior to the commencement of the Offer Period, St. James’s and parties acting in concert with it owned or controlled, in aggregate, 21,563,260 ReNeuron Shares, representing approximately 60.1 per cent. of ReNeuron’s existing issued share capital. Other than referred to herein, neither St. James’s nor any party acting in concert with St. James’s has acquired or agreed to acquire any ReNeuron Shares (or rights over St. James’s Shares) other than pursuant to the Offer. Acceptances in respect of 56,410 ReNeuron Shares, representing approximately 0.2 per cent. of ReNeuron’s existing issued share capital have been received from St. James’s and parties acting in concert with it.

Upon St. James’s receiving acceptances under the Offer in respect of, and/or otherwise acquiring, 90 per cent. or more of the ReNeuron Shares to which the Offer relates, St. James’s intends to exercise its rights pursuant to the provisions of sections 428 to 430F of the Act to acquire compulsorily ReNeuron Shares to which the Offer relates.

As described in the Offer Document, as soon as it is appropriate so to do, St. James’s intends to procure that ReNeuron applies for cancellation of its trading facility on AIM and to propose a resolution to re-register ReNeuron as a private company.

Shareholders who wish to accept the Offer and have not yet done so should despatch their completed Forms of Acceptance as soon as possible. Fo rms of Acceptance are available from Lloyds TSB Registrars, The Causeway, Worthing, East Sussex BN99 6DA.

Terms defined in the Offer Document dated 8 April 2003 have the same meaning when used in this announcement, unless the context otherwise requires.

Further information

St. James’s
Mark Clement, Chairman
Samantha Axtell
+44 20 7849 7762

KPMG Corporate Finance
Michael Higgins
Richard Barlow
+44 20 7311 1000

Financial Dynamics
David Yates
Ben Atwell
+44 20 7831 3113

ReNeuron
Dr Martin Edwards, Chief Executive Officer
+44 1483 302560

Nabarro Wells
Marc Cramsie
Harry Sutherland
+44 20 7710 7400

WestLB Panmure
Nicholas Wells
Ronald Openshaw
+44 20 7020 4000

KPMG Corporate Finance, a division of KPMG LLP which is authorised by the Financial Services Authority for investment business activities, is acting for St. James’s as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than St. James’s for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to herein.

The directors of St. James’s accept resposibility for the information contained in this announcement, save for that relating to the Merlin Consortium and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of St. James’s (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept resposibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of Merlin Biosciences Limited accept responsibility for the information contained in this announcement relating to the Merlin Consortium, the directors of Merlin Biosciences Limited (solely in their capacity as directos of Merlin Biosciences Limited) and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Merlin Biosciences Limited (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement 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 availability of the Offer to persons who are not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.

The Offer is not being and will not be made, directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of United States, Canada, Australia or Japan and the Offer is not and will not be capable of acceptance by any such use, means, instrumentality or facilities 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, Canada, Australia, Japan and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, transmit, distribute or send it in, into or from the United States, Canada, Australia or Japan.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

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