AGI Therapeutics plc : Offer Declared Unconditional In All Respects

Offer declared unconditional in all respects

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

03 February 2012

RECOMMENDED CASH OFFER

BY

ARAVIS THERAPEUTICS LIMITED

FOR

AGI THERAPEUTICS PLC

1.   Introduction

On 09 January 2012, the board of AGI Therapeutics plc ("AGI") and the board of Aravis Therapeutics Limited ("Aravis") announced that they had reached agreement on the terms of a recommended cash offer (the "Offer") by Aravis for the entire issued and to be issued ordinary share capital of AGI. The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the Offer Document and Forms of Acceptance which were posted to AGI Shareholders on 12 January 2012.

2.   Levels of Acceptances

As at 1.00 p.m. (Dublin time) on 02 February 2012, being the initial closing date of the Offer, valid acceptances of the Offer have been received in respect of 53,631,375 AGI Shares, representing approximately 79.56 per cent. of AGI's issued share capital. In addition to these valid acceptances, invalid acceptances of the Offer have been received in respect of 1,921,845 AGI Shares, representing approximately 2.85 per cent. of AGI's issued share capital.

These acceptances include acceptances received in respect of 31,359,118 AGI Shares (representing approximately 46.52per cent. of the existing issued ordinary share capital of AGI) which were subject to irrevocable commitments procured by Aravis from AGI Directors and AGI Investors and also include acceptances received in respect of 11,000 AGI Shares (representing approximately 0.016 per cent of the existing issued ordinary share capital of AGI) from parties deemed to be acting in concert with Aravis.

Accordingly, Aravis is pleased to announce that each of the conditions to the Offer, as set out in the Offer Document, have been waived and the Offer is now declared unconditional in all respects.

3.   Offer timetable

The Offer remains open for acceptance until 3.00 p.m. (Dublin time) on 17 February 2012.

AGI Shareholders who have not yet accepted the Offer are urged to complete, sign and return their Forms of Acceptance in accordance with the procedure set out in the Offer Document as soon as possible. If further Forms of Acceptance are needed, please contact Computershare Investor Services (Ireland) Limited by telephone on 01 447 5438 (if calling within Ireland) or on [phone] (if calling from outside Ireland).

Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of A&L Goodbody, International Financial Services Centre, North Wall Quay, Dublin 1, Ireland and Beauchamps Solicitors, Riverside Two, Sir John Rogerson's Quay, Dublin 2, Ireland during normal business hours on any weekday (Saturday, Sundays and public holidays excepted) while the Offer remains open for acceptance.

4.   Settlement

Settlement of the consideration to accepting AGI Shareholders, or their designated agents, will be effected:

(a)  in the case of valid acceptances received complete in all respects on or before today's date, within 14 calendar days of today's date; or

(b)  in the case of valid acceptances received complete in all respects after today's date, within 14 calendar days of the date of such receipt.

AGI Shareholders are able to elect to receive their entire cash consideration pursuant to the Offer in US Dollars or Euro. In the case of valid acceptances received complete in all respects on or before today's date, the Euro cash amount payable will be determined based on the prevailing US$/€ exchange rate today. In the case of valid acceptances received complete in all respects after today's date, the Euro cash amount payable will be determined based on the prevailing US$/€ exchange rate on the day their cash consideration is converted into Euro by Aravis.

5.   Compulsory Acquisition and Cancellation of Trading

If Aravisreceives valid acceptances in respect of 80 per cent ofAGI's issued share capital, Aravis intends to apply the provisions of section 204 of the Irish Companies Act 1963 to acquire compulsorily any outstanding AGI Shares as soon as possible thereafter.

Notice is hereby given that Aravis intends, as soon as it is practicable to do so, to procure the cancellation of admission to trading of AGI Shares on ESM and AIM. It is anticipated that the last day of trading of AGI Shares on ESM and AIM will be close of business on 01 March 2012 and that the cancellation of admission to trading on ESM and AIM will take effect on 02 March 2012 (20 business days from today) or as soon as is practicable thereafter.

6.   Disclosures

The Directors of AGI are not aware of any material change in the financial or trading position of AGI since 31 December 2010 being the date to which the last audited accounts of AGI were prepared.

At the close of business on 06 January 2012, being the last Business Day prior to the commencement of the Offer Period, the following persons who are, or are deemed to be, acting in concert with Araviswere interested, or held any short positions, in relevant securities of AGI:

	No. AGI Shares	% AGI issued share capital
Goodbody Stockbrokers (on behalf of discretionary clients)	11,000	0.016%

Save as disclosed above, neither the Aravis Groupnor any person acting in concert with the Aravis Groupis interested in any relevant AGI securities, or holds any short position in any relevant AGI securities.

Save as disclosed above, neither the Aravis Groupnor any person acting in concert with the Aravis Grouphas acquired or agreed to acquire any AGI Shares or other securities of AGI during the Offer Period.

This announcement should be read in conjunction with the Offer Document dated 12 January 2012. Unless expressly defined in this announcement, defined terms used in this announcement shall have the same meanings as set out in the Offer Document.

Enquiries:

AGI Therapeutics plc	Tel:      [phone]
David Kelly, CFO
Davy Corporate Finance	Tel:      [phone]
Financial adviser to AGI
John Frain
David Nangle
Goodbody Corporate Finance	Tel:      [phone]
Financial adviser to the Aravis Group
Simon Howley
Stephen Kane

Responsibility Statements

The directors of AGIaccept responsibility for the information contained in this announcement relating to AGI, the AGI Group, the directors of AGI and members of their immediate families, related trusts and persons connected with them, and for the recommendation and related opinions of the directors of AGI contained in this announcement. To the best of the knowledge and belief of the directors of AGI (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 the AravisGroup accept responsibility for the information contained in this announcement; other than that relating to AGI, the AGI Group, the directors of AGI and members of their immediate families, related trusts and persons connected with them, and any recommendation and related opinions of the directors of AGI. To the best of the knowledge and belief of the directors of the Aravis Group(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.

Financial Advisers

Davy Corporate Finance which is regulated by the Central Bank of Ireland, is acting exclusively for AGIand no one else in connection with the Offer and will not be responsible to anyone other than AGIfor providing the protections afforded to customers of Davy Corporate Finance or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Goodbody Corporate Finance which is regulated by the Central Bank of Ireland, is acting exclusively for the Aravis Groupand no one else in connection with the Offer and will not be responsible to anyone other than the Aravis Groupfor providing the protections afforded to customers of Goodbody Corporate Finance or for providing advice in relation to the Offer or any other matters referred to in this announcement.

General

This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws

of any such jurisdiction.

Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer are made.