Proposed return of capital

RNS Number:8912M
Axiomlab PLC
27 June 2003

For immediate release: 27 June 2003


               PROPOSED RETURN OF CAPITAL TO SHAREHOLDERS - UPDATE

Introduction

On 14 May 2003, the Board of Axiomlab ("Axiomlab" or the "Company") announced
that it was examining a proposal to offer Axiomlab shareholders the opportunity
of a return of capital in Axiomlab (the "Proposal"). The Board is now in the
process of finalising the full details of the Proposal, which will be carried
out via a court-approved scheme of arrangement (the "Scheme"). An outline of the
key points of the Proposal is set out below.

Outline of Key Points

  * All shareholders to be offered the choice of either receiving
    approximately 0.85p per share in cash for each Axiomlab share or electing to
    roll-over over all or part of their shareholding in Axiomlab into shares in
    a newly formed, unlisted company ("Newco"). Newco will become the new
    holding company of the Axiomlab group.

  * Shareholders who opt to take cash also to be given a limited right
    entitling them to participate in realisation proceeds achieved from
    Axiomlab's existing portfolio for a specified period following
    implementation of the Scheme.

  * Axiomlab's AIM trading facility to be cancelled and a matched bargain
    trading facility to be established, operated by an independent broker, to
    provide Newco shareholders with a platform to trade their ordinary shares in
    Newco.

  * Newco to be a public limited company subject to the City Code on Takeovers
    and Mergers. The City Code is a set of principles and rules, issued and
    administered independently by the Takeover Panel, which is designed to
    ensure similar treatment of all shareholders in relation to takeovers.

  * Ray Ingleby and Fred Mendelsohn, executive directors of Axiomlab who are
    also shareholders, to give irrevocable undertakings to roll over their
    entire holdings of Axiomlab shares into Newco. The cash retained as a result
    of these elections, along with roll-over elections made by other Axiomlab
    shareholders, will be used to provide the initial working capital for Newco.

  * Core activities of Newco following implementation of the Proposal to be
    focused upon managing the existing Axiomlab portfolio, university technology
    transfer, managing new third party investment funds, making selected
    investments and providing corporate finance and executive search services.

For the avoidance of doubt, the Proposal is designed to treat all Axiomlab
shareholders fairly, by giving them the choice of realising their investment for
cash now, or rolling over their investment into Newco. It does not represent a
bid for Axiomlab by the executive directors.

It is expected that a circular from the independent non-executive directors,
setting out full details of the Proposal, will be despatched to shareholders in
due course. Shareholders will then be asked to consider and vote on the Proposal
at the requisite shareholders' meetings.

For further information please contact:

Axiomlab plc
Fred Mendelsohn, Managing Director
Tel: [phone]

Altium Capital
Mike Fletcher
Tel: [phone]

Tavistock Communications Limited
John West
Tel: [phone]


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