SAR - VERNALIS PLC

    Amvescap PLC

FORM SAR 3


Lodge with a RIS or Newstrack if appropriate and the Takeover Panel.
A copy must also be sent to the company the shares of which are acquired.

Date of disclosure 6 JANUARY 2004

                       DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING
                        SUBSTANTIAL ACQUISITIONS OF SHARES ("SARs")

Date of acquisition 2 JANUARY 2004

Acquisition in (name of company) ... VERNALIS PLC

      Class of voting shares       Number of shares/rights      If rights over
      (eg ordinary shares)         over shares acquired         Shares acquired,
                                                                as opposed to the
                                                                shares themselves,
                                                                specify nature of
   (1)                                                          rights

      ORDINARY 5P                  864,094 shares                                     -
                                 - N/A     rights                                     -

      Resultant total holding      Resultant total holding      Total percentage
      of voting shares (and %      of rights over shares
      of total voting shares       (and % of total voting
   (2)in issue)                    shares in issue)

                40,636,807 (28.59%)                           -          40,636,807 (28.59%)

   (3)Party making disclosure ..... AMVESCAP PLC

      (a)  Name of person acquiring shares or rights over shares
                  DISCRETIONARY MANAGED CLIENTS OF AMVESCAP
   (4)     and, if different, beneficial owner

      (b)  Names of any other persons acting by
           agreement or understanding (see SAR 5)


Signed, for and on behalf of the party named in (3) above... R. CLYDE

(Also print name of signatory).... ROBERT CLYDE

Telephone and extension number .... 020 7065 3720

Note.    Under SAR 5, the holdings of and acquisitions by persons acting
by agreement or understanding must be aggregated and treated as a
holding of or acquisition by one person. Note 3 on SAR 5 requires
persons who must aggregate holdings to disclose certain disposals


For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs. If in doubt, contact the Panel on Takeovers and Mergers, Monitoring
Section. Tel. No: 020 7638 0129. Email:[e-mail]