Cyprotex PLC Rule 2.7 Announcement: Recommended Offer (4528N)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Cyprotex	LSE:CRX	London	Ordinary Share	GB00BP25RZ14	ORD £0.01

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

Cyprotex (LSE:CRX)
Historical Stock Chart

From Apr 2019 to Apr 2024

TIDMCRX

RNS Number : 4528N

Cyprotex PLC

26 October 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Recommended Acquisition of

Cyprotex PLC

Evotec AG

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

The Boards of Cyprotex and Evotec are pleased to announce that they have reached agreement on the terms of a recommended acquisition pursuant to which Evotec will acquire the entire issued and to be issued ordinary share capital of Cyprotex, to be effected by means of a Court-sanctioned scheme of arrangement of Cyprotex under Part 26 of the Companies Act.

Summary

   --      Under the terms of the Scheme, Scheme Shareholders will be entitled to receive: 
   for each Scheme Share                   160 pence in cash

-- The Acquisition price values Cyprotex's entire issued and to be issued share capital at approximately GBP41.70 million and represents a premium of approximately:

o 74.9 per cent. to the Closing Price of a Cyprotex Share of 91.5 pence on 31 March 2016, being the last business day prior to the commencement of the Offer Period;

o 117.9 per cent. to the average Closing Price of a Cyprotex Share of 73.4 pence for the 12 months ended 31 March 2016, being the last business day prior to the commencement of the Offer Period; and

o 8.1 per cent. to the Closing Price of a Cyprotex Share of 148 pence on 25 October 2016, being the last business day prior to this announcement.

-- If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Cyprotex in respect of the Ordinary Shares on or after the date of this announcement and prior to the Scheme becoming Effective, Evotec will have the right to reduce the value of the consideration payable for each Ordinary Shares by up to the amount per Ordinary Share of such dividend, distribution or return of value.

-- Cyprotex is a specialist preclinical contract research organisation whose shares are admitted to trading on AIM.

-- On 1 April 2016 Cyprotex announced it was undertaking a formal strategic review of the Company's business and assets with a view to maximising value for all stakeholders. The Acquisition represents the successful outcome of this review.

-- Evotec is a German, publicly listed, drug discovery solutions company providing drug discovery expertise and capabilities to the pharmaceutical and biotechnology industry as well as to academic institutions.

-- Cyprotex will allow Evotec to grow in the area of large scale, strategic research services complementing its current offering in LI/LO screen and other general Compound Screening services. Evotec's deep customer reach and strategic influence with large pharma will help drive larger, less tactical work in this area.

-- The Cyprotex Directors, who have been so advised by N+1 Singer, consider the financial terms of the Acquisition to be fair and reasonable. In providing its advice to the Cyprotex Directors, N+1 Singer has taken into account the commercial assessments of the Cyprotex Directors.

-- Accordingly, the Cyprotex Directors intend to unanimously recommend that Cyprotex Shareholders (to the extent they are entitled to do so) vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, as each of the Cyprotex Directors who holds Ordinary Shares has irrevocably undertaken to do in respect of his own entire legal and beneficial holdings of Ordinary Shares (and those of certain connected persons) amounting to, in aggregate, 460,239 Ordinary Shares representing approximately 2.04 per cent. of Cyprotex's existing issued share capital. The aggregated holdings referred to in this paragraph do not include the holdings of certain holders connected with Christopher Mills as described in Appendix 3, however irrevocable undertakings have been given by such holders and are included in the aggregate holdings of certain shareholders as described below.

-- Evotec has also received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolutions at the Cyprotex General Meeting from Trident Private Equity Fund III LP, Oryx International Growth Fund Limited, Harwood Capital LLP (on behalf of certain discretionary management clients), Marlborough Fund Management Limited, The Alphagen Volantis Catalyst Fund Limited and Richard Sneller representing 49.87 per cent. of the existing issued share capital of Cyprotex.

-- Evotec has therefore received irrevocable undertakings in respect of a total of 11,686,266 Ordinary Shares, representing, in aggregate approximately 51.92 per cent. of the issued share capital of Cyprotex to vote in favour of the Acquisition at the Court Meeting and of the Resolutions to be proposed at the Cyprotex General Meeting. Further details of the irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 of this announcement.

-- The Acquisition is subject to the satisfaction or waiver of the Conditions and to the further terms that are set out in Appendix 1 to this announcement and to be set out in the Scheme Document.

-- The Scheme Document, which contains further information about the Acquisition, the Scheme, and the notices of the Court Meeting and the General Meeting ,and the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of the date of this announcement, unless Evotec and Cyprotex agree, and the Panel consents, to a later date.

-- It is expected that the Scheme will become Effective by the end of 2016, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement.

Commenting on the Acquisition, Dr Werner Lanthaler, Chief Executive Officer of Evotec said:

"Our focus on creating the leading innovative and capital efficient drug discovery platform will be perfectly extended by Cyprotex. Given our strong performance over the last years, a very good outlook of our business into the coming years, and the commercial profile of Cyprotex we also feel very comfortable in using the cash on our strong balance sheet for this accretive acquisition. We are very much looking forward to welcoming the employees of Cyprotex within the Evotec group after closing of the transaction."

Commenting on the Acquisition, Dr Anthony D Baxter, Chief Executive Officer of Cyprotex said:

"We are delighted to recommend the acquisition of Cyprotex by Evotec to all shareholders following our Strategic Review for the business that commenced in April this year. Cyprotex has grown an impressive number of high quality customers in recent years serving a wide industry base. There is little overlap in the specific services between the two businesses but the opportunity to provide larger, integrated and strategic outsourced pre-clinical research services to a wider customer base is clear and compelling."

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document. The bases of calculations and sources of certain financial information contained in this announcement, and certain additional financial and operational information, are set out in Appendix 2 to this announcement. Details of the irrevocable undertakings received by Evotec in relation to the Acquisition are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4 to this announcement.

This summary should be read in conjunction with the full text of this announcement and the Appendices.

Enquiries:

 
 Evotec 
 Dr Werner Lanthaler, CEO   Tel +49 (0)40 560 81 0 
 Dr Mario Polywka, COO      Tel +49 (0)40 560 81 0 
 Dr Christian Dargel, SVP   Tel +49 (0)40 560 81 0 
  Legal & Compliance 
 Cyprotex 
 Mark Warburton             Tel +44 (0) 1625 505117 
 MCF Limited (financial 
  adviser to Evotec) 
 Ian Henderson              Tel +44 (0) 20 7968 2760 
 Nplus One Singer Advisory LLP (financial adviser 
  to Cyprotex, 
  for the purposes of Rule 3 of the Code) 
 Shaun Dobson               Tel +44 (0)20 7496 3000 
 Jen Boorer                 Tel +44 (0)20 7496 3000

Disclaimers

N+1 Singer, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Cyprotex and no one else in connection with the Acquisition and will not be responsible to anyone other than Cyprotex for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

MCF CF, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Evotec and is not acting for anyone else in connection with the Acquisition and will not be responsible to anyone other than Evotec for providing the protections afforded to clients of MCF CF nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

IMPORTANT NOTES

Publication of certain documents in connection with the Acquisition

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent possible, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person. This announcement has been prepared for the purposes of complying with English law, the Code, the Rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

This announcement is for information purposes only. It is not intended to and does not constitute, an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus equivalent document. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

It is expected that the formal Scheme Document (including notices of the Meetings), together with (in the case of Cyprotex Shareholders who hold their shares in certificated form) the relevant Forms of Proxy and Form of Election, will be posted to Cyprotex Shareholders (and, for information only, to Cyprotex Share Scheme Participants) as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel. Those documents will be also made available at the same time on Evotec's website at www.Evotec.com and on Cyprotex's website at www.Cyprotex.com. Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. Cyprotex urges Cyprotex Shareholders to read the Scheme Document, when it becomes available, in its entirety because it will contain important information in relation to the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Cyprotex or the Cyprotex Group, or of Evotec or the Evotec Group, or of the Enlarged Group, except where otherwise stated.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Please be aware that addresses, electronic addresses and certain other information provided by Cyprotex Shareholders, persons with information rights and other relevant persons for the receipt of communications from Cyprotex may be provided to Evotec during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Notice to US investors

The Acquisition relates to the shares of a UK company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Evotec exercises its right to implement the Acquisition by means of an Offer, such Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

The financial information included in this announcement relating to Cyprotex has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. US generally accepted accounting principles ("US GAAP") differ in certain significant respects from each of UK GAAP and IFRS. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Cautionary note regarding forward-looking statements

This announcement including certain information incorporated by reference contains certain forward looking statements with respect to the financial condition, results of operations and business of Cyprotex or the Cyprotex Group and Evotec or the Evotec Group and certain plans and objectives of the Cyprotex Board and the Evotec Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Cyprotex Board and the Evotec Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules, the Code or any other applicable law, Cyprotex and Evotec assume no obligation to update or correct the information contained in this announcement.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Evotec or Cyprotex, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Evotec or Cyprotex, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Cyprotex or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Cyprotex and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Cyprotex or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Cyprotex or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Cyprotex or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Cyprotex and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Cyprotex or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by Cyprotex and by any offeror and Dealing Disclosures must also be made by Cyprotex, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 20 7638 0129.

Rule 2.9 disclosures

In accordance with Rule 2.9 of the Code, Cyprotex confirms that as at close of business on 25 October 2016 (being the last Business Day prior to the date of this announcement), it has in issue 22,509,042 ordinary shares of 1 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00BP25RZ14. Cyprotex also confirms that as at close of business on 25 October 2016 (being the last Business Day prior to the date of this announcement) it has 4,584,645 of unsecured Convertible Loan Notes due on 30 September 2018 (the "Convertible Notes"). If the Convertible Notes were converted into Ordinary Shares in Cyprotex this would be at a price of 60 pence per share. The Convertible Notes are admitted to the Official List of the Cayman Islands Stock Exchange under the International Securities Identification Number GB00BQ1XZQ04.

Publication on Website and Availability of Hard Copies

In accordance with Rule 26.1 and 26.2 of the Code, a copy of this announcement (and any information expressly incorporated by reference in this announcement), and the Forms of Proxy will be made available, subject to certain restrictions relating to Restricted Overseas Shareholders, on the websites of Cyprotex and Evotec at www.Cyprotex.com and www.Evotec.com respectively in each case until the end of the Offer Period (or, if later, the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

In accordance with Rule 30.1 of the Code, you may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to Capita Asset Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open 9.00 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales.

Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For Immediate Release

26 October 2016

Recommended Acquisition of

Cyprotex PLC

Evotec AG

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Recommended acquisition of Cyprotex by Evotec

   1.        Introduction

On 26 October 2016, it was announced that the Evotec Board and the Cyprotex Board had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Cyprotex to be effected by means of a Court sanctioned scheme of arrangement between Cyprotex and its shareholders pursuant to the provisions of Part 26 of the Act.

This announcement explains the background to, the Acquisition and the reasons why the Cyprotex Directors intend to unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Cyprotex Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they have undertaken to do in respect of their beneficial interests in Ordinary Shares amounting, in aggregate, to 460,239 Ordinary Shares, representing at the date of this announcement approximately 2.04 per cent. of the existing issued share capital of Cyprotex. The aggregated holdings referred to in this paragraph do not include the holdings of certain holders connected with Christopher Mills as described in Appendix 3, however irrevocable undertakings have been given by such holders and are included in the aggregate holdings of certain shareholders as described below.

The Scheme will be subject to the Conditions set out below and in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document.

   2.        The Acquisition

Under the terms of the Scheme, which is subject to the Conditions set out in Part III of this document, Scheme Shareholders on the register of members of Cyprotex at the Scheme Record Time will be entitled to receive:

   for each Scheme Share                   160 pence in cash

The Acquisition price values Cyprotex's entire issued and to be issued share capital at approximately GBP41.70 million and represents a premium of approximately:

o 74.9 per cent. to the Closing Price of a Cyprotex Share of 91.5 pence on 31 March 2016, being the last business day prior to the commencement of the Offer Period;

o 117.9 per cent. to the average Closing Price of a Cyprotex Share of 73.4 pence for the 12 months ended 31 March 2016, being the last business day prior to the commencement of the Offer Period; and

o 8.1 per cent. to the Closing Price of a Cyprotex Share of 148 pence on 25 October 2016, being the last business day prior to this announcement.

The Scheme requires the Scheme Shareholders to vote in favour of the Scheme at the Court Meeting and the Cyprotex Shareholders to vote in favour of the Resolutions at the General Meeting. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme, at the Court Meeting or the General Meeting. Upon the Scheme becoming Effective, Cyprotex will become a wholly owned subsidiary of Evotec.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Cyprotex in respect of the Ordinary Shares on or after the date of this announcement and prior to the Scheme becoming Effective, Evotec will have the right to reduce the value of the consideration payable for each Ordinary Shares by up to the amount per Ordinary Share of such dividend, distribution or return of value.

   3.       Background to and reasons for the Acquisition

Cyprotex is a specialist preclinical contract research organisation and has grown its ADME Tox business year on year since 2008. The Company is now poised for significant further growth and requires a partner with an understanding of the Company's primary markets and the ability to invest in expansion of its marketing reach.

Cyprotex's Macclesfield site is at maximum capacity and Cyprotex plans to move to newer facilities to permit further growth and to provide a superior image and working environment so that its customers have the confidence to continue to place larger and more strategic contracts. The Company will need to capitalise on the future growth opportunities on its two US sites which have both stabilised and grown since acquisition. This will require further capital expenditure and infrastructure investment.

Evotec is a large and significant player in the contract research organisation industry providing integrated drug discovery services to the pharmaceutical industry. Evotec has world class capability in chemistry and biological target screening but would benefit from the addition of ADME and specifically in Tox services. The acquisition will permit cross selling opportunities within Evotec's customer base, having contracts for integrated drug discovery programmes.

On 1 April 2016, Cyprotex announced that the Board had decided to carry out a formal strategic review of Cyprotex's business and assets with a view to maximising value for all stakeholders. The review considered all available options including a possible offer for the company or a strategic partnership. The Acquisition by Evotec represents the successful outcome of this review.

Evotec's large presence in continental Europe is a large benefit to Cyprotex as it seeks to expand its services and customer base in its chosen market segment, which is mid-sized European pharmaceutical companies. Cyprotex will provide Evotec with a greater customer base in non-pharmaceutical industries such as personal care, chemicals, agrochemicals and med tech amongst others.

Cyprotex will allow Evotec to grow in the area of large scale, strategic research services complementing its existing offering in LI/LO screen and other general Compound Screening services. Evotec's deep customer reach and strategic influence with large pharma will help drive larger, less tactical work in this area.

Whilst the Cyprotex Board continues to believe in the prospects for the Company as a standalone entity, the Board also recognises that the Offer represents an attractive valuation and significant premium to the undisturbed share price. The Offer also provides all Cyprotex Shareholders with an opportunity to realise their investment which would not otherwise be available to them given the relatively illiquid market for Company's shares on AIM. Accordingly, the Board intends to unanimously recommend the Offer to Cyprotex Shareholders.

   4.       Recommendation

The Cyprotex Directors, who have been so advised by N+1 Singer, consider the financial terms of the Acquisition to be fair and reasonable. In providing its advice to the Cyprotex Directors, N+1 Singer has taken into account the commercial assessments of the Cyprotex Directors.

Accordingly, the Cyprotex Directors intend to unanimously recommend that Cyprotex Shareholders (to the extent they are entitled to do so) vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, as each of the Cyprotex Directors has irrevocably undertaken to do in respect of his own entire legal and beneficial holdings of Ordinary Shares (and those of certain connected persons) amounting to, in aggregate, 460,239 Ordinary Shares, representing approximately 2.04 per cent. of Cyprotex's existing issued share capital. The aggregated holdings referred to in this paragraph do not include the holdings of certain holders connected with Christopher Mills as described in Appendix 3, however irrevocable undertakings have been given by such holders and are included in the aggregate holdings of certain shareholders as described below.

   5.       Irrevocable undertakings

The Cyprotex Directors who hold Ordinary Shares have entered into irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolutions at the Cyprotex General Meeting in respect of their beneficial interests in Ordinary Shares amounting, in aggregate, to 460,239 Ordinary Shares, representing 2.04 per cent. of the existing issued share capital of Cyprotex. The aggregated holdings referred to in this paragraph do not include the holdings of certain holders connected with Christopher Mills as described in Appendix 3, however irrevocable undertakings have been given by such holders and are included in the aggregate holdings of certain shareholders as described below.

Evotec has also received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolutions at the Cyprotex General Meeting from Trident Private Equity Fund III LP, Oryx International Growth Fund Limited, Harwood Capital LLP (on behalf of certain discretionary management clients), Marlborough Fund Management Limited, The Alphagen Volantis Catalyst Fund Limited and Richard Sneller representing 49.87 per cent. of the existing issued share capital of Cyprotex.

Evotec has therefore received irrevocable undertakings in respect of a total of 11,686,266 Ordinary Shares, representing, in aggregate approximately 51.92 per cent. of the issued share capital of Cyprotex to vote in favour of the Acquisition at the Court Meeting and of the Resolutions to be proposed at the Cyprotex General Meeting.

Cyprotex has received irrevocable undertakings from certain holders of Cyprotex Loan Notes to redeem the entirety of the Cyprotex Loan Notes held by them.

Further details of these irrevocable undertakings (including the circumstances in which they cease to become binding) are set out in Appendix 3 of this announcement.

   6.       Directors, management and employees

Evotec has informed Cyprotex that its plans do not involve altering existing arrangements with management or employees, or save as contemplated by Cyprotex and set out above changing the locations of Cyprotex Group's places of business. Evotec's plans do not involve altering the employer contributions into Cyprotex's pension scheme, the accrual of benefits for existing members or admission of new members.

The Cyprotex Board has given due consideration to Evotec's stated intention and assurances noted above in deciding to recommend the Acquisition.

   7.       Cyprotex Share Schemes and Cyprotex Loan Notes

Appropriate proposals will be made in due course to participants in the Cyprotex Share Schemes so that they may exercise their share options and receive the Cash Consideration.

Pursuant to and in accordance with the terms of the Cyprotex Loan Notes, the entirety of the Cyprotex Loan Notes and associated PIK loan notes shall be redeemed by the Company on the Effective Date. Holders of the Cyprotex Loan Notes will receive separate explanatory letters explaining the effect of the Scheme on the Cyprotex Loan Notes.

   8.       Cancellation of admission to trading on AIM and re-registration

An application will be made to the London Stock Exchange prior to the Effective Date to cancel the admission of the Ordinary Shares to trading on AIM with effect from shortly after the Effective Date once the Scheme has become effective in accordance with its terms.

It is intended that dealing in Cyprotex Shares will be suspended on or around the Effective Date.

On the Effective Date, Cyprotex will become a wholly-owned subsidiary of Evotec. As soon as possible after the Effective Date, it is intended that Cyprotex will be re-registered as a private limited company.

   9.       Evotec approval

On the 18th of October supervisory board approval was obtained subject to conditions which have been satisfied and the Offer was subsequently approved by the management board on the 25th of October. No approval is required from Evotec's shareholders for the Acquisition.

   10.     Financing of the Acquisition

The Cash Consideration payable under the Acquisition will be fully financed out of existing Evotec cash resources.

MCF CF, financial adviser to Evotec, is satisfied that sufficient financial resources are available to Evotec to satisfy in full the Cash Consideration payable under the terms of the Acquisition and to enable it to implement the Acquisition in full. Assuming that the Cash Consideration is payable to all Scheme Shareholders full implementation of the Acquisition (including the redemption of the Cyprotex Loan Notes) would require a maximum cash payment of approximately GBP55 million by Evotec which will be funded entirely out of Evotec's cash resources and existing facilities.

   11.     The Scheme and the Meetings

The Acquisition is being implemented by means of a scheme of arrangement between Cyprotex and the Scheme Shareholders pursuant to the provisions of Part 26 of the Act. The Scheme involves the transfer of the Scheme Shares to Evotec or its nominee(s) in consideration for which Cyprotex Shareholders will receive the Cash Consideration, of 160 pence per Scheme Share.

Upon the Scheme becoming Effective, Evotec will become the owner of the whole of the issued share capital of Cyprotex.

To become Effective, the Scheme requires, amongst other things, the approval at the Court Meeting of a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting, or at any adjournment thereof, and the passing of the Resolutions necessary to approve matters to give effect to the Scheme at the General Meeting, or at any adjournment thereof. Following the Court Meeting and the General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court at the Scheme Court Hearing. The Scheme will take effect when the Scheme Court Order has been delivered to the Registrar of Companies. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether they attended or voted and, if they voted, whether they voted for or against the Scheme, at the Court Meeting or the General Meeting.

Evotec has reserved the right (subject to the consent of the Panel) to implement the Acquisition by way of an Offer at any time before the Scheme becomes Effective, or following its withdrawal, in which case additional documents will be despatched to Cyprotex Shareholders. In such event, the Offer will (subject to the Panel and unless otherwise agreed) be implemented on the same terms (subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Evotec may determine) of the shares to which such Offer relates), so far as applicable as those which would apply to the implementation of the Acquisition by means of the Scheme.

The Scheme Document, containing further information about the Offer and notices convening the Court Meeting and the General Meeting, will be posted to Cyprotex Shareholders in due course (and, in any event, within 28 days of this Announcement, unless otherwise agreed with the Panel) and the Scheme will become Effective by the end of 2016, subject to the satisfaction of the Conditions and further terms set out in Appendix 1.

   12.     Permitted Acquisition-related arrangements

On 27 April 2016, Cyprotex and Evotec entered into a confidentiality agreement relating to the Acquisition, pursuant to which both Cyprotex and Evotec agreed to keep confidential certain information supplied by the other for the purposes of considering the proposed Acquisition.

This agreement also contains undertakings from both Cyprotex and Evotec to each other that for a period of 12 months neither Evotec nor Cyprotex will approach any of the other's employees, officers or customers without prior written consent nor will employ or otherwise engage certain of the other's employees.

   13.     Publication of associated documents on websites

In accordance with Rule 26.2 of the Code, copies of the following documents will by no later than 12 noon (London time) on 27 October 2016 be published on Cyprotex's website (wwww.Cyprotex.com) and Evotec's website (www.Evotec.com) until the end of the Offer Period:

   --      a copy of this announcement; 
   --      the irrevocable undertakings referred to above at paragraph 5 and in Appendix 3; and 
   --      the confidentiality agreement referred to at paragraph 12 above.

Important Notices:

Disclaimers

IMPORTANT NOTES

Publication of certain documents in connection with the Acquisition

Overseas jurisdictions

Notice to US investors

Cautionary note regarding forward-looking statements

No profit forecasts or estimates

Disclosure requirements of the Code

Rule 2.9 disclosures

Publication on website and availability of hard copies

In accordance with Rules 26.1 and 26.2 of the Code, a copy of this announcement (and any information expressly incorporated by reference in this announcement), and the Forms of Proxy will be made available, subject to certain restrictions relating to Restricted Overseas Shareholders, on the websites of Cyprotex and Evotec at www.Cyprotex.com and www.Evotec.com respectively in each case until the end of the Offer Period (or, if later, the end of any competition reference period).

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Rounding

APPIX 1

CONDITIONS TO THE IMPLEMENTATION, AND CERTAIN FURTHER TERMS, OF THE

SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective by no later than 31 January 2017, or such later date (if any) as Evotec and Cyprotex may agree and (if required) the Court and the Panel may allow.

   (A)   The Scheme will be conditional upon:

(1) its approval by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Evotec and Cyprotex may agree and the Court may allow);

(2) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the Cyprotex General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the Cyprotex General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Evotec and Cyprotex may agree and the Court may allow); and

(3) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Evotec and Cyprotex and approved by the Court; and

   (4)   the delivery of the Scheme Court Order to the Registrar of Companies.

In addition, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Part B: Conditions to the Acquisition

Subject to Part C below, the Acquisition is also conditional upon the following matters, and accordingly, the Scheme Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended as appropriate) have been satisfied (where capable of satisfaction) or waived:

(A) except as Fairly Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Cyprotex Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which in consequence of the Acquisition or because of a change in the control or management of Cyprotex or any other member of the Wider Cyprotex Group or otherwise, would or might reasonably be expected to result in (to an extent which is material in the context of the Wider Cyprotex Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge or security interest (whenever created, arising or having arisen) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation or acceleration of any liability, actual or contingent, by any such member, and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Cyprotex Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition;

(B) no anti-trust regulator or Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to (to an extent which is material in the context of the Wider Cyprotex Group or the Wider Evotec Group, as the case may be, in either case, taken as a whole):

(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Evotec Group or any member of the Wider Cyprotex Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) require, prevent or delay the divestiture by any member of the Wider Evotec Group of any shares or other securities in any member of the Wider Cyprotex Group or the Wider Evotec Group;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Evotec Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Cyprotex Group or the Wider Evotec Group or to exercise management control over any such member;

(iv) otherwise adversely affect all or any of the business, assets, profits or prospects of any member of the Wider Evotec Group or of any member of the Wider Cyprotex Group;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Evotec or any member of the Wider Evotec Group of any shares or other securities in, or control of, Cyprotex void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(vi) require any member of the Wider Evotec Group or the Wider Cyprotex Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Cyprotex Group or the Wider Evotec Group owned by any Third Party;

(vii) impose any limitation on the ability of any member of the Wider Evotec Group or any member of the Wider Cyprotex Group to co-ordinate or integrate its business, or any part of it, with the businesses of any other member of the Wider Evotec Group or the Wider Cyprotex Group;

(viii) result in any member of the Wider Evotec Group or any member of the Wider Cyprotex Group ceasing to be able to carry on business under any name under which it presently does so, and all applicable waiting and other time periods (including any extensions thereof) during which any such anti-trust regulator or Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated; and

and all applicable waiting and other time period during which any such Third Party or anti-trust regulator could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or taking any steps having expired, lapsed or been terminated.

(C) all notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Acquisition having been made and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Evotec Group of any shares or other securities in, or control of, Cyprotex and all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Evotec or any member of the Wider Evotec Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Cyprotex by any member of the Wider Evotec Group having been obtained in terms and in a form reasonably satisfactory to Evotec from all appropriate Third Parties or persons with whom any member of the Wider Cyprotex Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Cyprotex Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations In any jurisdiction having been complied with;

(D) except as Fairly Disclosed, no member of the Wider Cyprotex Group having, since 31 December 2015:

(i) save as between Cyprotex and wholly-owned subsidiaries of Cyprotex or for Ordinary Shares issued pursuant to the exercise of options granted under the Cyprotex Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares (or other securities) of any class;

(ii) save as between Cyprotex and wholly-owned subsidiaries of Cyprotex or for the grant of options under the Cyprotex Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Cyprotex Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise, save for the Cyprotex Interim Dividend;

(iv) save for intra-Cyprotex Group transactions or pursuant to the Acquisition, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v) save for intra-Cyprotex Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued or agreed to issue, authorised or proposed the issue of any debentures or, save in the ordinary course of business, incurred or increased, or agreed to incur or increase, any indebtedness or become, or agreed to become, subject to any contingent liability;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider Cyprotex Group or the Wider Evotec Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Cyprotex Group or the Wider Evotec Group other than to a nature and extent which is normal in the context of the business concerned;

(xii) waived or compromised any claim otherwise than in the ordinary course of business;

(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

(xiv) made or agreed or consented to any change in any material respect to:

(1) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Cyprotex Group for its directors, employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xv) save as agreed in writing by Evotec, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Cyprotex Group; or

(xvi) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Cyprotex Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code, and, for the purposes of paragraphs (iii), (iv), and

(v) of this Condition, the term 'Cyprotex Group' shall mean Cyprotex and its wholly-owned subsidiaries;

   (E)   except as Fairly Disclosed, since 31 December 2015:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Cyprotex Group which, in any such case, is material in the context of the Wider Cyprotex Group taken as a whole and no circumstance having arisen which would or might reasonably be expected to result in any such adverse change or deterioration;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Cyprotex Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Cyprotex Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Cyprotex Group which, in any such case, has had, or might reasonably be expected to have, a material adverse effect on the Wider Cyprotex Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to Evotec which has had, or might reasonably be expected to have, a material adverse effect on the Wider Cyprotex Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Cyprotex Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or might reasonably be expected to have, a material adverse effect on the Wider Cyprotex Group taken as a whole; and

(F) Evotec not having discovered:

(i) that any financial, business or other information concerning the Wider Cyprotex Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Cyprotex Group or disclosed at any+ time to any member of the Wider Evotec Group or to any of their advisers by or on behalf of any member of the Wider Cyprotex Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case to an extent which is material in the context of the Wider Cyprotex Group taken as a whole;

(ii) that, except as Fairly Disclosed, any member of the Wider Cyprotex Group or any partnership, company or other entity in which any member of the Wider Cyprotex Group has a significant economic interest and which is not a subsidiary undertaking of Cyprotex is subject to any liability (contingent or otherwise) which, in any such case, is material in the context of the Wider Cyprotex Group taken as a whole;

(iii) any information which affects the import of any information disclosed to Evotec at any time by or on behalf of any member of the Wider Cyprotex Group and which is material in the context of the Wider Cyprotex Group taken as a whole;

(iv) that, except as Fairly Disclosed, any past or present member of the Wider Cyprotex Group has failed to comply with any and/or all applicable legislation, regulation or other requirement, of any jurisdiction with regard to the use, treatment, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance 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, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation, regulation or requirement, and wherever the same may have taken place) any of which use, treatment, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Cyprotex Group, which, in any case, is, or which might reasonably be expected to be, material in the context of the Wider Cyprotex Group taken as a whole; or

(v) that, except as Fairly Disclosed, there is, or is likely to be, for any reason whatsoever, any liability

(actual or contingent) of any past or present member of the Wider Cyprotex Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Cyprotex Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasigovernmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction, which, in any such case, is or might reasonably be expected to be material in the context of the Wider Cyprotex Group taken as a whole.

Evotec reserves the right to waive, in whole or in part, all or any of Conditions above, except for Condition (A) in Part A, which cannot be waived.

The Conditions in Part B must be fulfilled or waived by, no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. Evotec shall be under no obligation to waive or treat as satisfied any of the Conditions in Part B by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

If Evotec is required by the Panel to make an offer for Ordinary Shares under the provisions of Rule 9 of the Code, Evotec may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

The Acquisition shall lapse (unless otherwise agreed with the Panel) and the Scheme shall not become effective if:

(i) in so far as the Acquisition or any matter arising from or relating to the Scheme or the Acquisition constitutes a concentration with a Community dimension within the scope of the EC Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EC Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the EC Regulation and there is then a CMA Phase 2 Reference; or

(ii) in so far as the Acquisition or any matter arising from or relating to the Scheme or the Acquisition does not constitute a concentration with a Community dimension within the scope of the EC Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference, in either case, before the date of the Court Meeting or the General Meeting.

In such event, none of Evotec, Cyprotex or Cyprotex Shareholders will be bound by any term of the Scheme.

Evotec reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act). In such event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Evotec may decide) (i) in nominal value of the shares to which such offer relates; and (ii) of the voting rights attached to those shares, and that is subject to Evotec and/or (with the consent of the Panel) any members of the Evotec Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Cyprotex, including, for this purpose, any such voting rights attaching to Ordinary Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

Under Rule 13.5 of the Code, Evotec may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Evotec in the context of the Acquisition. The conditions contained in paragraph (A) of Part A are not subject to this provision of the Code.

This Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document. The Acquisition will comply with, and be subject to, the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the Code.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part C: Certain further terms of the Scheme and the Acquisition

The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the any Restricted Jurisdiction.

Ordinary Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

For the purposes of these Conditions, "Fairly Disclosed" shall mean any information which has been fairly disclosed: (i) in Cyprotex's published annual report and accounts for the financial year ended 31 December 2015 and in its published interim report for the half year ended 30 June 2016; (ii) in any other announcement to a Regulatory Information Service by or on behalf of Cyprotex prior to the publication of this announcement; (iii) in this announcement or the Scheme Document; or (iv) information that is fairly disclosed in electronic format or that is fairly disclosed by virtue of being included within a virtual dataroom made available by Cyprotex to Evotec and its advisers for the purposes of the Acquisition.

APPIX 2

SOURCES AND BASES OF CALCULATION

Unless otherwise stated in this announcement:

1. financial information relating to Evotec has been extracted from the consolidated audited annual report and accounts of Evotec for the year ended 2015 and the interim results as announced on 10 August 2016;

2. financial information relating to Cyprotex has been extracted from the audited annual report and accounts of Cyprotex for the year ended 2015;

   3.   the value of the fully diluted share capital of Cyprotex is calculated on the basis of:

a. 22,509,042 Ordinary Shares in issue on 25 October 2016 (being the last business day prior to the publication of this document); and

b. 3,555,388 unissued Ordinary Shares reserved for issue pursuant to options and other rights to acquire Ordinary Shares outstanding under the Cyprotex Share Schemes on 25 October 2016 (being the last business day prior to the publication of this document) and are, or will be upon the Scheme becoming Effective, capable of exercise;

4. the aggregate amount of the Cash Consideration is calculated based upon the number of Ordinary Shares in issue and to be issued (as described in paragraph 3 above);

5. all share prices for Ordinary Shares are derived from the information published by the London Stock Exchange; and

   6.   all share prices quoted for Ordinary Shares are Closing Prices.

APPIX 3

SCHEDULE OF IRREVOCABLE UNDERTAKINGS

The following holders of Ordinary Shares have, on the basis set out below, given irrevocable undertakings to Evotec to vote (or procure the vote) in favour of the Scheme and the Court Meeting and the Resolution to be proposed at the General Meeting.

Cyprotex Directors, connected parties and institutional shareholders

Evotec has received irrevocable undertakings in relation to the Acquisition as follows:

 
                                         Number of   % of Ordinary 
                                          Ordinary       Shares 
                                           Shares 
                Ralph Stephen Harris*     235,514        1.05 
                Anthony Baxter            155,797        0.69 
                John Dootson              68,928         0.31 
                Total                     460,239        2.04

*155,514 of the Ordinary Shares are held in IPS SIPP, R. S. Harris 1193 Execution Only for Mr Harris' benefit. Mr Harris has the ability to transfer certain Ordinary Shares to his spouse provided that he procures an irrevocable undertaking from his spouse in substantially the same form as the irrevocable undertaking provided by Mr Harris.

 
                                                    Number of    % of Ordinary 
                                                     Ordinary        Shares 
                                                      Shares 
                Trident Private Equity 
                 Fund III LP                        4,100,000        18.21 
                Oryx International Growth 
                 Fund Limited                       2,500,000        11.11 
                Richard Sneller**                   2,320,000        10.31 
                Marlborough Fund Managers 
                 Limited                            1,650,000        7.33 
                The Alphagen Volantis Catalyst 
                 Fund Limited                        556,027         2.47 
                Harwood Capital LLP (on 
                 behalf of certain discretionary 
                 management clients)                 100,000         0.44 
                Total                               11,226,027       49.87

*Christopher Mills is a director and the sole shareholder of Harwood Capital Management Limited which is a designated corporate member and the controller of Harwood Capital LLP. He is also a director and investment manager of Oryx International Growth Fund Limited. Harwood Capital LLP is the discretionary fund manager for Trident Private Equity Fund III LP, Oryx International Growth Fund Limited and two private client accounts (which two private client accounts hold 100,000 Ordinary Shares in aggregate). Trident Private Equity Fund III LP is the beneficial owner of 4,100,000 Ordinary Shares and Oryx International Growth Fund Limited is the beneficial owner of 2,500,000 Ordinary Shares. Mr Mills is not the registered holder of any Cyprotex Shares.

**980,000 of the Ordinary Shares are held for the benefit of Heather Sneller.

All of the irrevocable undertakings above:

   (i)     include undertakings

(A) to vote, or procure the vote, in favour (or to submit, or procure the submission of, Forms of Proxy voting in favour) of the Scheme at the Court Meeting and the Resolutions at the Cyprotex General meeting; and

(B) if Evotec exercises its right to structure the Acquisition as an Offer, to accept, or procure the acceptance of, such offer.

   (ii)    will cease to be binding if the Scheme lapses or is withdrawn; 
   (iii)   will lapse if:

(A) the Press announcement (as defined in the undertakings, copies of which are published on Cyprotex's website) is not released by 24 November 2016;

(B) the Scheme, or any resolution to be proposed at the General Meeting, is not approved by the requisite majority of the shareholders of the Company at the Court Meeting or at the General Meeting respectively; or

(iii) other than in case of the undertakings from Trident Private Equity Fund III LP, Oryx International Growth Fund Limited, Harwood Capital LLP (on behalf of certain discretionary management clients) The Alphagen Volantis Catalyst Fund Limited, and the Directors and their connected parties, will cease to have effect if, before 3.00 p.m. on 31 January 2017, any third party announces a firm intention (in accordance with Rule 2.7 of the Code) to make an offer to acquire all of the equity share capital of the Offeree (a) which is recommended by the board of the Offeree, (b) the making of which is not subject to any condition precedent and (c) which in the opinion of N+1 Singer (but without liability or responsibility to the Offeror or the party giving the undertaking) values each ordinary share at more than 10 cent. higher than the value attributed to such a share pursuant to the Offer; and

(iv) in the case of the undertakings from Trident Private Equity Fund III LP, Oryx International Growth Fund Limited, and Harwood Capital LLP (on behalf of certain discretionary management clients), the undertakings shall cease to be binding if, when the Press announcement is released, the Scheme values each Ordinary Share at less than 160 pence per share.

The following holders of Cyprotex Loan Notes have, on the basis set out below, given irrevocable undertakings to redeem the entirety of the Cyprotex Loan Notes held by them on the Scheme becoming Effective.

 
 Registered holder    Number of Cyprotex Loan 
                       Notes and associated PIK 
                       notes as at 30 September 
                       2016 
 Trident Private      6,041,391** 
  Equity Fund 
  III LP* 
 Aurora Nominees      1,606,384*** 
  Limited 
 Total                7,798,430

All of the irrevocable undertakings above:

   (i)         will cease to be binding if the Scheme lapses or is withdrawn; and 
   (ii)         will lapse if:

a. the Press announcement (as defined in the undertakings, copies of which are published on Cyprotex's website) is not released by 10 November (or such later date (being no later than 24 November 2016) as Evotec and the Company may, with the consent of the Panel, agree); and

b. the Scheme, or any resolution to be proposed at the General Meeting, is not approved by the requisite majority of the shareholders of the Company at the Court Meeting or at the General Meeting respectively or the Scheme is not otherwise implemented by 31 January 2017.

** the 6,041,391 represents 2,556,283 unit number of Redeemable Notes and 3,485,108 unit number of Convertible Notes together with associated PIK notes

*** represents Convertible Notes together with associated PIK notes only

APPIX 4

DEFINITIONS

In this announcement the following words and expressions have the following meaning, unless the context requires otherwise:

 
 "Acquisition"               the proposed acquisition by 
                              Evotec of the entire issued 
                              and to be issued ordinary share 
                              capital of Cyprotex (not already 
                              held by or on behalf of Evotec) 
                              pursuant to this Scheme 
 "Act"                       the Companies Act 2006 (as amended 
                              or re-enacted) 
 "AIM"                       the AIM Market of the London 
                              Stock Exchange 
 "AIM Rules"                 the rules governing the admission 
                              to, and operation of, AIM as 
                              set out in the AIM Rules for 
                              Companies published by the London 
                              Stock Exchange from time to 
                              time 
 "announcement"              the announcement of the Acquisition 
                              dated 26 October 2016 made by 
                              Evotec and Cyprotex 
 "business day"              a day (excluding Saturdays, 
                              Sundays and public holidays) 
                              on which banks are generally 
                              open for business in the City 
                              of London 
 "Canada"                    Canada, its possessions, provinces 
                              and territories and all areas 
                              subject to its jurisdiction 
                              or any political subdivision 
                              thereof 
 "Cash Consideration"        the cash consideration due to 
                              a Scheme Shareholder from Evotec 
                              under the Scheme in connection 
                              with the transfer of Scheme 
                              Shares 
 "certificated"              where a share or other security 
  or in "certificated         is not in uncertificated form 
  form"                       (that is, not in CREST) 
 "Closing Price"             the closing middle market quotation 
                              of a Cyprotex Share as derived 
                              from the information published 
                              by the London Stock Exchange 
 "CMA Phase 2 Reference"     a reference of the Acquisition 
                              or any part of it to the chair 
                              of the Competition and Markets 
                              Authority for the constitution 
                              of a group under Schedule 4 
                              to the Enterprise and Regulatory 
                              Reform Act 2013 
 "Code"                      the Code on Takeovers and Mergers, 
                              issued by the Panel 
 "Conditions"                the conditions to the Acquisition 
                              (including the Scheme) which 
                              are set out in Part III of this 
                              document 
 "Convertible Notes"         GBP4,000,000 fixed rate convertible 
                              loan notes and associated PIK 
                              notes of the Company 
 "Court"                     the High Court of Justice in 
                              England and Wales 
 "Court Meeting"             the meeting of the Scheme Shareholders 
                              to be convened pursuant to an 
                              order of the Court under section 
                              896 of the Act and to be held 
                              at the offices of N+1 Singer 
                              Advisory LLP, One Bartholomew

                              Lane, London EC2N 2AX at 10.30 
                              a.m. on 1 December 2016 for 
                              the purposes of considering 
                              and, if thought fit, approving 
                              the Scheme (with or without 
                              amendment), notice of which 
                              is set out in Part IX of this 
                              document, and any adjournment 
                              of such meeting 
 "Competition and            a UK statutory body established 
  Markets Authority           under the Enterprise and Regulatory 
  "                           Reform Act 2013; 
 "CREST"                     the relevant system (as defined 
                              in the CREST Regulations) in 
                              respect of which Euroclear is 
                              the Operator (as defined in 
                              the CREST Regulations) 
 "CREST Manual"              the CREST Manual referred to 
                              in agreements entered into by 
                              Euroclear and available at www.euroclear.com/CREST 
 "CREST payment"             has the meaning given in the 
                              CREST Manual 
 "CREST Proxy Instruction"   the appropriate CREST message 
                              to make a proxy appointment 
                              by means of CREST 
 "CREST Regulations"         the Uncertificated Securities 
                              Regulations 2001 (SI 2001 No. 
                              3755) 
 "CREST sponsor"             a CREST participant admitted 
                              to CREST as a CREST sponsor 
 "Cyprotex"                  Cyprotex PLC (incorporated in 
                              England and Wales under the 
                              Companies Act 1985 with registered 
                              number 04311107), whose registered 
                              office is at 100 Barbirolli 
                              Square, Manchester, M2 3AB 
 "Cyprotex Board"            the board of directors of Cyprotex 
  or "Cyprotex Directors"     and "Cyprotex Director" means 
                              any member of the Cyprotex Board 
 "Cyprotex Group"            Cyprotex, its subsidiaries, 
                              its holding companies, and the 
                              subsidiaries of its holding 
                              companies and, where the context 
                              so permits, each of them 
 "Cyprotex Loan              GBP3,000,000 fixed rate redeemable 
  Notes"                      loan notes and associated PIK 
                              notes and GBP4,000,000 fixed 
                              rate convertible loan notes 
                              and associated PIK notes of 
                              the Company 
 "Cyprotex Share             the Cyprotex PLC 2014 Employee 
  Schemes"                    Incentives Scheme and the Cyprotex 
                              PLC Unapproved Discretionary 
                              Share Option Scheme 
 "Cyprotex Shareholders"     holders of Ordinary Shares 
 "Dealing Disclosure"        the announcement concerning 
                              dealings in relevant securities 
                              of any party to the Acquisition 
                              required for the purposes of 
                              Rule 8 of the Code 
 "Effective"                                   in the context of the Acquisition: 
 
                                                (i) if the Acquisition is implemented 
                                                by way of the Scheme, the Scheme 
                                                having become effective pursuant 
                                                to its terms; or 
                                                (ii) if the Acquisition is implemented 
                                                by way of an Offer, the Offer 
                                                having been declared or become 
                                                unconditional in all respects 
                                                in accordance with the requirements 
                                                of the Code 
 "Effective Date"            the date on which the Scheme 
                              Court Order is delivered to 
                              the Registrar of Companies for 
                              registration and if so ordered 
                              by the Court, registered by 
                              him and, accordingly, the Scheme 
                              becomes effective in accordance 
                              with its terms 
 "electronic form"           as defined in the Code 
 "Enlarged Group"            the combined businesses of the 
                              Evotec Group and the Cyprotex 
                              Group following the completion 
                              of the Acquisition 
 "Euroclear"                 Euroclear UK & Ireland Limited, 
                              a company incorporated under 
                              the laws of England and Wales 
 "Evotec"                    Evotec AG (incorporated in Hamburg 
                              with registered number HRB 68223), 
                              whose registered office is at 
                              Manfred Eigen Campus, Essener 
                              Bogen 7, 22419, Hamburg, Germany 
 "Evotec Board"              the board of directors of Evotec 
  or "Evotec Directors"       and "Evotec Director" means 
                              any member of the Evotec Board 
 "Evotec Group"              Evotec, its subsidiaries, its 
                              subsidiary undertakings, its 
                              holding companies, and the subsidiaries 
                              of its holding companies and, 
                              where the context so permits, 
                              each of them 
 "Exchange Act"              the US Securities Exchange Act 
                              1934, as amended 
 "FCA"                       the UK Financial Conduct Authority 
 "Forms of Proxy"            as the context may require, 
                              either or both of (i) the pink 
                              form of proxy for use at the 
                              Court Meeting, and (ii) the 
                              white form of proxy for use 
                              at the General Meeting, each 
                              of which accompanies the Scheme 
                              Document 
 "FSMA"                      the Financial Services and Markets 
                              Act 2000 (as amended) 
 "General Meeting"           the general meeting of Cyprotex 
                              Shareholders to be held at the 
                              offices of N+1 Singer Advisory 
                              LLP, One Bartholomew Lane, London 
                              EC2N 2AX at 11.00 a.m. on 1 
                              December 2016 (or as soon thereafter 
                              as the Court Meeting shall have 
                              been concluded or adjourned) 
                              for the purpose of the Scheme, 
                              notice of which is set out in 
                              Part X of the Scheme Document, 
                              and any adjournment of such 
                              meeting 
 "IFRS"                      International Financial Reporting 
                              Standards as adopted by the 
                              European Union 
 "Japan"                     Japan, its cities, prefectures, 
                              territories and possessions 
                              and all areas subject to its 
                              jurisdiction or any political 
                              subdivision thereof 
 "Listing Rules"             the listing rules made by the 
                              FCA pursuant to section 73A 
                              of the FSMA 
 "London Stock Exchange"     London Stock Exchange plc 
 "MCF CF"                    MCF Limited, a company incorporated 
                              in England and Wales with registered 
                              number 04673347 which is acting 
                              as financial adviser to Evotec 
 "Meetings"                  the Court Meeting and the General 
                              Meeting and "Meeting" means 
                              either of them 
 "members"                   unless the context otherwise 
                              requires, members of Cyprotex 
                              on the register of members at 
                              any relevant date 
 "N+1 Singer"                Nplus1 Singer Advisory LLP, 
                              a limited liability partnership 
                              incorporated in England and 
                              Wales with registered number 
                              OC364131 which is acting as 
                              nominated adviser (as defined 
                              in the AIM Rules) and financial 
                              adviser to Cyprotex 
 "Offer"                     a general offer to be made by 
                              or on behalf of Evotec for the 
                              entire issued and to be issued 
                              share capital of Cyprotex (not 
                              already held by or on behalf 
                              of Evotec) and, where the context 
                              so requires, any revision, extension 
                              or variation thereof 
 "Offer Period"              the period commencing on 1 April 
                              2016 and ending in accordance

                              with the rules of the Code 
 "Opening Position           the announcement required for 
  Disclosure"                 the purposes of Rule 8 of the 
                              Code containing details of interests 
                              or short positions in, or rights 
                              to subscribe for, any relevant 
                              securities of a party to the 
                              Acquisition if the person concerned 
                              has such a position 
 "Ordinary Shares"           the ordinary shares of 1 pence 
                              each in the capital of Cyprotex 
 "Overseas Shareholders"     Scheme Shareholders who are 
                              resident in, ordinarily resident 
                              in, or citizens of, jurisdictions 
                              outside the United Kingdom 
 "Panel"                     the UK Panel on Takeovers and 
                              Mergers 
 "person with information    as defined in the Code 
  rights" 
 "pounds", "GBP",            the lawful currency of the United 
  "p" or "Sterling"           Kingdom 
 "Redeemable Notes"          GBP3,000,000 fixed rate redeemable 
                              loan notes and associated PIK 
                              notes 
 "Registrar of Companies"    the Registrar of Companies for 
                              England and Wales, within the 
                              meaning of the Act 
 "Regulatory Information     any of the services set out 
  Service"                    in Appendix 3 to the Listing 
                              Rules 
 "Resolutions"               the special and ordinary resolutions 
                              to be proposed at the General 
                              Meeting 
 "Restricted Jurisdiction"   any jurisdiction where Evotec 
                              is advised that a relevant action 
                              would violate the law and/or 
                              regulations of that jurisdiction 
                              or would result in a requirement 
                              to comply with any other governmental 
                              or other consent or any registration, 
                              filing or other formality which 
                              Evotec, in its absolute discretion, 
                              regards as unduly onerous or 
                              would result in significant 
                              risk or civil, regulatory or 
                              criminal exposure if information 
                              concerning the Acquisition is 
                              sent or made available in that 
                              jurisdiction 
 "Restricted Overseas        a person (including, without 
  Shareholder"                limitation, an individual, partnership, 
                              unincorporated syndicate, limited 
                              liability company, unincorporated 
                              organisation, trust, trustee, 
                              executor, administrator or other 
                              legal representative) in, or 
                              resident in, or any person whom 
                              Evotec reasonably believes to 
                              be in, or resident in, a Restricted 
                              Jurisdiction (or any custodian, 
                              nominee or trustee for such 
                              person) 
 "Scheme"                    the scheme of arrangement proposed 
                              to be made under Part 26 of 
                              the Act between Cyprotex and 
                              the Scheme Shareholders to implement 
                              the Acquisition, with or subject 
                              to any modification, addition 
                              or condition approved or imposed 
                              by the Court and agreed by Cyprotex 
                              and Evotec 
 "Scheme Court Hearing"      the hearing of the Court to 
                              sanction the Scheme 
 "Scheme Court Order"        the order of the Court sanctioning 
                              the Scheme under section 899 
                              of the Act 
 "Scheme Document"           the document to be sent by Cyprotex 
                              to the Cyprotex Shareholders, 
                              of which the Scheme forms part 
 "Scheme Record              the time and date specified 
  Time"                       in the Scheme Document expected 
                              to be 6.00 p.m. on the Business 
                              Day immediately prior to the 
                              Effective Date 
 "Scheme Shareholders"       holders of Scheme Shares 
 "Scheme Shares"                             Ordinary Shares: 
                                              (i) in issue at the date of 
                                              the Scheme Document; 
                                              (ii) issued after the date of 
                                              the Scheme Document, but before 
                                              the Voting Record Time; and 
                                              (iii) issued at or after the 
                                              Voting Record Time on terms 
                                              that the original or any subsequent 
                                              holders are, or shall have agreed 
                                              in writing to be, bound by the 
                                              Scheme; excluding any Ordinary 
                                              Shares registered in the name 
                                              of or beneficially owned by 
                                              any member of the wider Evotec 
                                              Group 
 "UK" or "United             the United Kingdom of Great 
  Kingdom"                    Britain and Northern Ireland 
 "UK GAAP"                   generally accepted accounting 
                              principles in the United Kingdom 
 "uncertificated"            in respect of a share or other 
  or in "uncertificated       security, where that share or 
  form"                       other security is recorded on 
                              the relevant register of the 
                              share or security concerned 
                              as being held in uncertificated 
                              form in CREST and title to which 
                              may be transferred by means 
                              of CREST 
 "US" or "United             the United States of America, 
  States"                     its territories and possessions, 
                              any state of the United States 
                              of America and the District 
                              of Columbia and all other areas 
                              subject to its jurisdiction 
 "Voting Record              6.00 p.m. on 29 November 2016, 
  Time"                       being the day which is two business 
                              days before the date of the 
                              Court Meeting or, if such Court 
                              Meeting is adjourned, 6.00 p.m. 
                              on the day which is two days 
                              before the date of such adjourned 
                              meeting 
 "Wider Evotec Group"        Evotec and its subsidiary undertakings, 
                              associated undertakings and 
                              any other undertaking in which 
                              Evotec and/or such undertakings 
                              (aggregating their interests) 
                              have a direct or indirect interest 
                              in 10 per cent. or more of the 
                              equity share capital (as defined 
                              in the Act) 
 "Wider Cyprotex             Cyprotex and its subsidiary 
  Group"                      undertakings, associated undertakings 
                              and any other undertaking in 
                              which Cyprotex and/or such undertakings 
                              (aggregating their interests) 
                              have a direct or indirect interest 
                              in 10 per cent. or more of the 
                              equity share capital (as defined 
                              in the Act)

In this announcement, the expressions "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meaning given by the Act.

In this announcement, references to the singular include the plural and vice versa, unless the context otherwise requires.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFBAKADNDBDKAKB

(END) Dow Jones Newswires

October 26, 2016 02:00 ET (06:00 GMT)

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

CRX Cyprotex