Posting of Scheme Document

RNS Number:9571P
Alltracel Pharmaceuticals Plc
12 March 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY RESTRICTED JURISDICTION


12 March 2008

                        Recommended Acquisition for Cash

                                       of

                         ALLTRACEL PHARMACEUTICALS PLC

                                       by

                         CASTLERISE INVESTMENTS LIMITED
        (a wholly owned subsidiary of HemCon Medical Technologies, Inc.)

                                 by means of a

                             SCHEME OF ARRANGEMENT

            under Section 201 of the Companies Act, 1963 of Ireland


On 22 February 2008 the Board of Castlerise and the Independent Directors
announced that they had reached agreement on the terms of a recommended
acquisition by Castlerise of the entire issued and to be issued share capital of
Alltracel (the "Acquisition"). The Acquisition will be effected by way of a
scheme of arrangement under Section 201 of the Companies Act, 1963 of Ireland
(the "Scheme").

Castlerise and Alltracel announce that Alltracel is today posting a circular to
Alltracel Shareholders (the "Scheme Document") containing, inter alia, the terms
of the Acquisition and the Scheme, an explanatory statement pursuant to Section
202 of the Companies Act, 1963 of Ireland, notices of the required meetings, a
timetable of principal events and details of the action to be taken by Alltracel
Shareholders.

To effect the Scheme, approval of Alltracel Shareholders at two court meetings
(the "Court Meetings") and an extraordinary general meeting (the "EGM") will be
required. The meetings will be held at Fitzpatrick's Castle Hotel, Killiney, Co.
Dublin, Ireland on 4 April 2008. The first court meeting will commence at 10.15
a.m., the second court meeting will commence at 10.30 a.m. (or as soon
thereafter as the first court meeting has concluded or been adjourned) and the
EGM will commence at 10.45 a.m. (or as soon thereafter as the second court
meeting has concluded or being adjourned).

The forms of proxy for the Court Meetings and the EGM (which accompany the
Scheme Document) should be returned to Computershare Investor Services (Ireland)
Limited at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate,
Dublin 18, Ireland no later than 48 hours prior to the commencement of each
meeting. If the forms of proxy for the Court Meetings are not lodged 48 hours
prior to the commencement of the Court Meetings they may be handed to the
chairman of the relevant court meeting before the start of the relevant court
meeting. The completion and return of a form of proxy for any of the meetings
will not prevent Alltracel shareholders from attending and voting at the Court
Meetings or EGM in person if they wish to do so.

It is important that, for both of the Court Meetings, as many votes as possible
are cast at them (whether in person or by proxy) so that the High Court may be
satisfied that there is a fair and reasonable representation of Alltracel
Shareholder opinion. Alltracel Shareholders are therefore strongly urged to
complete, sign and return their forms of proxy as soon as possible.

Copies of the Scheme Document may be obtained from Computershare Investor
Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford
Industrial Estate, Dublin 18, Ireland. The document will also be available on
Alltracel's website at www.alltracel.com.

Cancellation of admission to AIM

Alltracel hereby announces that, conditional on approval by Alltracel
Shareholders of the Scheme and the sanctioning thereof by the High Court, the
admission of its ordinary shares to trading on AIM will be cancelled with effect
from 8.00 a.m. on Tuesday 6 May 2008. It is anticipated that the last day of
dealings in Alltracel Shares will be Monday 5 May 2008.

Capitalised terms used, but not defined, in this announcement have the same
meaning as in the announcement issued in accordance with Rule 2.5 of the
Takeover Rules by Castlerise and Alltracel on 22 February 2008.


Enquiries:

Financial Adviser to Castlerise Investments Limited and HemCon Technologies, Inc.

IBI Corporate Finance                                  [phone]
John Tuite
Brian Farrell

Financial Adviser to Alltracel Pharmaceuticals plc and the Independent Board

Davy Corporate Finance                                 [phone]
Des Carville
Brian Garrahy

The directors of Alltracel accept responsibility for the information contained
in this announcement, other than that relating to the Castlerise Group and the
directors of Castlerise or the directors of HemCon 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 Alltracel (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 directors of Castlerise and the directors of HemCon (together the "
Responsible Parties") accept responsibility for the information contained in
this announcement relating to Castlerise, HemCon, the Responsible Parties and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Responsible Parties (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.

IBI Corporate Finance, a subsidiary of The Governor and Company of the Bank of
Ireland (which is regulated by the Financial Regulator), is acting exclusively
for HemCon and Castlerise and no one else in connection with the Acquisition and
will not be responsible to anyone other than HemCon and Castlerise for providing
the protections afforded to clients of IBI Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.

Davy Corporate Finance, which is regulated by the Financial Regulator, is acting
exclusively for Alltracel and no one else in connection with the Acquisition and
will not be responsible to anyone other than Alltracel for providing the
protections afforded to clients of Davy Corporate Finance or for providing
advice in relation to the Acquisition, the contents of this announcement or any
transaction or arrangement referred to herein.



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