Offer Update

RNS Number:6048K
St. James's MGP Limited
01 May 2003



1 May 2003
                                                      For immediate release

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



                             RECOMMENDED CASH OFFER

                                       by

                             KPMG Corporate Finance

                                  on behalf of

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

                                      for

                       ReNeuron Holdings plc ("ReNeuron")



                       Level of Acceptances and Extension





Pursuant to the recommended cash offer made by KPMG Corporate Finance on behalf
of St. James's on 8 April 2003, KPMG Corporate Finance is pleased to announce,
on behalf of St. James's, that as at 3.00 p.m. (GMT) on 30 April 2003, being the
first closing date of the Offer, valid acceptances had been received in respect
of a total of 12,550,231 ReNeuron Shares, representing approximately 35.0 per
cent. of the existing issued share capital of ReNeuron and, accordingly, that
the Share Exchange Condition has been satisfied.

St. James's is a newly incorporated company formed to implement the Offer and is
owned and controlled by the Merlin Consortium.  The Merlin Consortium currently
owns 18,888,890 ReNeuron Shares, representing approximately 52.7 per cent. of
ReNeuron's existing issued share capital, which it has agreed to exchange for
new St. James's Shares upon St. James's resolving to declare the Offer
unconditional in all respects. In addition, St. James's had entered into
agreements, now conditional only upon St. James's resolving to declare the Offer
unconditional in all respects, with Dr Martin Edwards, Dr John Sinden and Dr
Helen Hodges to acquire, in aggregate, 2,559,500 ReNeuron Shares currently held
by them (representing approximately 7.1 per cent. of ReNeuron's existing issued
share capital) in exchange for new St. James's Shares.  St. James's is pleased
to note that these arrangements have been approved by the Independent
Shareholders of ReNeuron at the EGM on 29 April 2003.

Accordingly, St. James's has entered into conditional agreements to acquire, or
has received valid acceptances in respect of, a total of 33,998,621 ReNeuron
Shares representing approximately 94.8 per cent. of ReNeuron's existing issued
share capital.

The Offer has been extended and remains available for acceptance until 3.00p.m.
(GMT) on 21 May 2003.

As noted above, the Share Exchange Condition has been satisfied and,
consequently, under the terms of the Offer, the Offer must become or be declared
unconditional in all respects or (with the consent of the Panel) be withdrawn or
lapse on or before midnight on 21 May 2003.

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

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

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





PRESS ENQUIRIES

For further information contact:


St. James's                                                    [phone]
Mark Clement, Chairman
Samantha Axtell

KPMG Corporate Finance                                         [phone]
Michael Higgins
Richard Barlow

Financial Dynamics                                             [phone]
David Yates
Ben Atwell

ReNeuron                                                        [phone]
Dr Martin Edwards, Chief Executive Officer

Nabarro Wells                                                  [phone]
Marc Cramsie
Harry Sutherland

WestLB Panmure                                                 [phone]
Nicholas Wells
Ronald Openshaw





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

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

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

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

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

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




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