RNS Number:7699K
St. James's MGP Limited
06 May 2003

6 May 2003
                                                      For immediate release

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

                             RECOMMENDED CASH OFFER

                                       by

                             KPMG Corporate Finance

                                  on behalf of

                    St. James's MGP Limited ("St. James's")

                                      for

                       ReNeuron Holdings plc ("ReNeuron")



                  Offer declared unconditional in all respects



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.  Forms 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.



PRESS ENQUIRIES

For further information contact:


St. James's                                                                     +44 20 7849 7762

Mark Clement, Chairman
Samantha Axtell

KPMG Corporate Finance                                                          +44 20 7311 1000
Michael Higgins

Richard Barlow

Financial Dynamics                                                              +44 20 7831 3113

David Yates

Ben Atwell

ReNeuron                                                                        +44 1483 302560

Dr Martin Edwards, Chief Executive Officer

Nabarro Wells                                                                   +44 20 7710 7400

Marc Cramsie

Harry Sutherland

WestLB Panmure                                                                  +44 20 7020 4000
Nicholas Wells

Ronald Openshaw





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.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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