Not for release, publication or distribution in, into or from the United States, Canada, Australia or Japan
by
KPMG Corporate Finance
on behalf of
St. James’s MGP Limited (“St. James’s”)
for
ReNeuron Holdings plc (“ReNeuron”)
Level of Acceptances and Extension
St. James’s is a newly incorporated company formed to implement the Offer and is owned and controlled by the Merlin Consortium. The Merlin Consortium currently owns 18,888,890 ReNeuron Shares, representing approximately 52.7 per cent. of ReNeuron’s existing issued share capital, which it has 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, now conditional only upon 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 currently held by them (representing approximately 7.1 per cent. of ReNeuron’s existing issued share capital) in exchange for new St. James’s Shares. St. James’s is pleased to note that these arrangements have been approved by the Independent Shareholders of ReNeuron at the EGM on 29 April 2003.
Accordingly, St. James’s has entered into conditional agreements to acquire, or has received valid acceptances in respect of, a total of 33,998,621 ReNeuron Shares representing approximately 94.8 per cent. of ReNeuron’s existing issued share capital.
The Offer has been extended and remains available for acceptance until 3.00p.m. (GMT) on 21 May 2003.
As noted above, the Share Exchange Condition has been satisfied and,
consequently, under the terms of the Offer, the Offer must become or be declared
unconditional in all respects or (with the consent of the Panel) be withdrawn or
lapse on or before midnight on 21 May 2003.
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 parties acting in concert with St. James’s.
Shareholders who wish to accept the Offer and have not yet done so should despatch their completed Forms of Acceptance as soon as possible. Forms of Acceptance are available from Lloyds TSB Registrars, The Causeway, Worthing, West 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
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.