Silence Therapeutics

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and the action you should take, you are recommended immediately to seek your own advice from a person duly authorised under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities. If you have sold or otherwise transferred all of your Ordinary Shares in Silence Therapeutic s plc or prior to 15 December 2009 a sale or transfer is effected, please send this document, together with the Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected. This document constitutes an admission document drawn up in accordance with the AIM Rules for Companies and does not comprise a prospectus prepared in accordance with the Prospectus Rules of the UK Listing Authority made under section 73A of FSMA, and it has not been, and will not be, approved or filed with the Financial Services Authority under the Prospectus Rules. The Directors and the Proposed Directors , whose names appear on page 3 of this document, accept individual and collective responsibility for the information contained in this document including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge of the Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. For the purpose of Rule 19.2 of the Takeover Code only, each member of the Concert Party accepts responsibility for the information contained in this document relating to that member of the Concert Party. To the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this document for which each member of the Concert Party is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. Application will be made for the Enlarged Issued Ordinary Share Capital to be re-admitted to trading on AIM and it is expected that Admission will take place o n 5 January 2010 . AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The rules of AIM are less demanding than those of the Official List of the UK Listing Authority. The Ordinary Shares are not dealt on any other recognised investment exchange and no other such applications have been made. Prospective investors should read the whole text and contents of this document and should be aware that an investment in the Company is speculative and involves a degree of risk. In particular, prospective investors’ attention is drawn to the section entitled “Risk Factors’’ in Part II I of this document. (InScorpiolraetednincEneglandTanhd Wealresawipth reegiusterteidc numsberp29l92c 058) Proposed Acquisition of Intradig m Proposed Placing and Subscription of 65,217,39 2 New Ordinary Share s to raise approximately £15,000,00 0 Approval of waiver of Rule 9 of the Takeover Code Re-admission to trading on AIM Notice of Extraordinary General Meeting Nominated Adviser and Broke r Nomura Code Securities Limited Nomura Code Securities Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as the nominated adviser and broker for Silence Therapeutic s plc for the purpose of the AIM Rules and is acting exclusively for Silence Therapeutic s plc in connection with the proposed Admission. Nomura Code Securities Limited is not acting for and will not be responsible to any person other than Silence Therapeutic s plc and will not be responsible to any person other than Silence Therapeutic s plc for providing the protections afforded to its clients or for providing advice to any other person in connection with this document or any transaction or arrangement referred to in this document. Nomura Code Securities Limited’s responsibility as the nominated adviser to Silence Therapeutic s plc are owed solely to the London Stock Exchang e. No representation or warranty, express or implied, is made by Nomura Code Securities Limited as to the contents of this document, or for the omission of any material from this document, for which it is not responsible Notice of an Extraordinary General Meeting of Silence Therapeutic s plc, to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 10.00 a.m . on 4 January 2010 is set out at the end of this document. To be valid, the enclosed Form of Proxy for use at the meeting should be completed in accordance with the instructions thereon, signed and returned so as to be received by the Company’s Registrars, Capita Registrars, Proxy Department, PO Box 25, Beckenham, Kent BR3 4TU as soon as possible but in any event not later than 10.00 a.m . on 2 January 2010 . Completion of the Form of Proxy will not preclude a Shareholder from attending and voting at the meeting in person. The contents of the Company’s website or any website directly or indirectly linked to the Company’s website do not form part of this document. The Ordinary Shares have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except in certain transactions exempt from the registration requirements of the Securities Act. No public offer of the Ordinary Shares is being made in the United States. The Ordinary Shares are only being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The distribution of this document and the offer of the Ordinary Shares in certain jurisdictions may be restricted by law. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. Prospective investors should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Nomura Code Securities Limited . Without prejudice to the Company’s obligations under the AIM Rules, neither the delivery of this document nor any subscription or purchase of shares made pursuant to this document shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since, or that the information contained herein is correct at any time subsequent to, the date of this document. The contents of this document are not to be construed as legal, financial, business, investment or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Prospective investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemption or other disposal of Ordinary Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer, redemption or other disposal of Ordinary Shares. Prospective investors must rely on their own representatives, including their own legal advisers and accountants, as to legal, tax, investment, or any related matters concerning the Company and an investment therein. This document contains forward-looking statements. These statements relate to the Company’s future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. These statements are primarily but not exclusively contained in Parts I and II of this document. The forward-looking statements in this document are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of th e risks or uncertainties described in Part II I of this document materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected.

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