Offer Wholly Unconditional

RNS Number:4692Y
Evolution Group PLC
11 July 2002

11 July 2002


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


                           THE EVOLUTION GROUP PLC

        RECOMMENDED MERGER OF THE EVOLUTION GROUP PLC ("EVOLUTION") 
             WITH BEESON GREGORY GROUP PLC ("BEESON GREGORY")

                MERGER OFFER DECLARED WHOLLY UNCONDITIONAL

                       CHANGES TO EVOLUTION BOARD

Evolution is pleased to announce that, all of the conditions of the Merger Offer
having been satisfied or waived, the Merger Offer is now declared unconditional
in all respects (subject only to the Evolution Shares being re-admitted to
trading on AIM and the New Evolution Shares being admitted to trading on AIM,
which is expected to take place tomorrow).

By 3.00 pm on 10 July 2002, valid acceptances had been received in respect of a
total of 60,248,353 Beeson Gregory Shares, representing approximately 87.17 per
cent. of Beeson Gregory's issued share capital.  Evolution already owns 250,000
Beeson Gregory Shares and in aggregate, therefore, Evolution has received valid
acceptances in respect of, or owns, a total of 60,498,353 Beeson Gregory Shares
representing approximately 87.53 per cent. of the existing issued share capital
of Beeson Gregory.

These acceptances include valid acceptances in respect of 32,015,147 Beeson
Gregory Shares, representing approximately 46.32 per cent. of Beeson Gregory's
issued share capital, pursuant to irrevocable undertakings to accept the Merger
Offer, given by certain Beeson Gregory Shareholders, the Beeson Gregory
Directors and certain other Beeson Gregory employees as disclosed in the Offer
Document.

Immediately prior to the commencement of the Offer Period, Evolution owned
250,000 Beeson Gregory Shares. Since that date, and other than as referred to
herein, neither Evolution nor any person acting in concert with Evolution has
acquired or agreed to acquire any Beeson Gregory Shares (or rights over such
shares) other than pursuant to the Merger Offer.

The Merger Offer has been extended and will remain open for acceptance until 
further notice.

Evolution will shortly be writing to the holders of options over Beeson Gregory 
Shares with appropriate proposals.

Andrew Beeson and David Norwood have today been appointed as Non-Executive
Chairman and Director respectively of Evolution, and Sir Malcolm Field and
George Loudon have today been appointed as Non-Executive Directors of Evolution.
All are currently directors of Beeson Gregory Group plc.  James Chilcott has
today stepped down from the Board of Evolution, but will remain with the
Enlarged Group as an integral part of the research department, leading the IP
exploitation franchise.

Application will be made today for cancellation of the trading of Beeson Gregory
Shares on the London Stock Exchange's market for listed securities and the
listing of Beeson Gregory Shares on the Official List of the UKLA.  It is
anticipated that such cancellations will take effect on 22 August 2002, being
the date six weeks from the date of this announcement.

The Enlarged Group intends to move to the Official List at the first appropriate
opportunity.

In the event that Evolution receives valid acceptances under the Merger Offer in
respect of over 90 per cent. of the Beeson Gregory Shares to which the Merger
Offer relates, Evolution intends to exercise its rights pursuant to the
provisions of sections 428 to 430F (inclusive) of the Act to acquire
compulsorily the remaining Beeson Gregory Shares to which the Merger Offer
relates.

Beeson Gregory Shareholders who have not yet accepted the Merger Offer are urged
to complete and return their Form of Acceptance (and supporting documents) as
soon as possible. Additional Forms of Acceptance are available from Capita IRG
on 0870 162 3100.

Enquiries:

The Evolution Group PLC                              Tel: [phone]
Alex Snow
Richard Griffiths
Graeme Dell

Altium Capital Limited                               Tel: [phone]
Garry Levin
Ben Bailey
Sam Fuller

Hogarth Partnership Limited                          Tel: [phone]
Andrew Jaques
Georgina Briscoe

Beeson Gregory Group PLC                             Tel: [phone]
Andrew Beeson
Charles Byford

UBS Warburg                                          Tel: [phone]
Nic Hellyer
Rachael Young

Buchanan Communications                              Tel: [phone]
Richard Oldworth
Nicola Cronk

Terms defined in the Offer Document dated 13 June 2002, have the same meaning in
this press release unless the context otherwise requires.

Altium Capital is acting for Evolution and no one else in connection with the
Merger Offer and will not be responsible to anyone other than Evolution for
providing the protections afforded to clients of Altium Capital, or for
providing advice in relation to the Merger Offer or the New Evolution Shares.

UBS Warburg is acting for Beeson Gregory and no one else in connection with the
Merger Offer and will not be responsible to anyone other than Beeson Gregory for
providing the protections afforded to clients of UBS Warburg, or for providing
advice in relation to the Merger Offer.

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

The Merger Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, of by any means or instrumentality (including, without,
limitation, facsimile transmission, telex, telephone or internet) of interstate
or foreign commerce or any facilities of a securities exchange of, the United
States, nor is it being made directly or indirectly, in or into, Canada,
Australia or Japan unless an exemption under any applicable laws is available.







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