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Placing and Admission to AIM by Numis Securities Limited THIS DOCUMENT IS IMPORTANT and REQUIRES YOUR IMMEDIATE ATTENTION

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Placing and Admission to AIM by Numis Securities Limited THIS DOCUMENT IS IMPORTANT and REQUIRES YOUR IMMEDIATE ATTENTION Placing and Admission to AIM by Numis Securities Limited THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any d oub t ab out th e c ontents of th is d oc um ent, you s h ould c ons ult a p ers on auth oris ed und er th e F inanc ial Serv ic es and Mark ets Ac t 2 0 0 0 w h o s p ec ialis es in ad v is ing on th e ac q uis ition of s h ares and oth er s ec urities . This document comprises an admission document prepared in accordance with the AIM Rules. It does not constitute a prospectus for the purposes of the F inancial S erv ices and Mark ets Act 2 0 0 0 . The C ompany and the D irectors, whose names and functions are set out in on pag e 3 of this document, accept responsib ility for the information contained in this document.To the b est of the k nowledg e of the D irectors (who hav e tak en all reasonab le care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit any thing lik ely to affect the import of such information. Ap p lic ation h as b een m ad e for th e w h ole of th e ord inary s h are c ap ital of th e Com p any in is s ue im m ed iately follow ing th e Plac ing to b e ad m itted to trad ing on AIM, a m ark et op erated b y th e L ond on Stoc k Ex c h ang e. AIM is a m ark et d es ig ned p rim arily for em erg ing or s m aller c om p anies to w h ic h a h ig h er inv es tm ent ris k tend s to b e attac h ed th an to larg er or m ore es tab lis h ed c om p anies . AIM s ec urities are not ad m itted to th e Offic ial L is t of th e United K ing d om L is ting Auth ority. A p ros p ec tiv e inv es tor s h ould b e aw are of th e ris k s of inv es ting in s uc h c om p anies and s h ould m ak e th e d ec is ion to inv es t only after c areful c ons id eration and , if ap p rop riate, c ons ultation w ith an ind ep end ent financ ial ad v is er. Th e rules of AIM are les s d em and ing th an th os e of th e Offic ial L is t. Neith er L ond on Stoc k Ex c h ang e p lc nor th e UK L is ting Auth ority h as ex am ined or ap p rov ed th e c ontents of th is d oc um ent. It is ex p ec ted th at d ealing s in th e Ord inary Sh ares w ill c om m enc e on AIM on 3 Nov em b er 2 0 0 5 . AB CAM PL C (Incorporated in England and Wales under the Companies Act 1985 Ð No. 3509322) Plac ing of 9 ,1 2 8 ,5 4 4 Ord inary Sh ares of 1 p eac h at 1 6 7 p p er s h are b y NUMIS SECURITIES L IMITED NOMINATED ADV ISER AND B ROK ER and Ad m is s ion to trad ing on AIM, a m ark et of th e L ond on Stoc k Ex c h ang e SHARE CAPITAL IMMEDIATEL Y F OL L OW ING PL ACING AND ADMISSION Authorised Issued and fully paid Numb er Amount Numb er Amount 1 0 0 ,0 0 0 ,0 0 0 £ 1 ,0 0 0 ,0 0 0 O rdinary S hares of 1p each 3 4 ,4 2 7 ,7 0 4 £ 3 4 4 ,2 7 7 The O rdinary S hares b eing issued pursuant to the P lacing will rank pari passu in all respects with the ex isting issued O rdinary S hares of the C ompany and will rank in full for all div idends or other distrib utions declared, made or paid on the ordinary share capital of the C ompany after Admission. N umis, which is reg ulated b y the F inancial S erv ices Authority, is acting ex clusiv ely for the C ompany in connection with the P lacing and will not b e responsib le to any one other than the C ompany for prov iding the protections afforded to customers of N umis or for adv ising any such person in connection with the P lacing . N o representation or warranty, ex press or implied, is made b y N umis as to the contents of this document (without limiting the statutory rig hts of any person to whom this document is issued). N umis has b een appointed as nominated adv iser and b rok er to the C ompany. In accordance with the AIM Rules, N umis has confirmed to the L ondon S tock E x chang e that it has satisfied itself that the D irectors hav e receiv ed adv ice and g uidance as to the nature of their responsib ilities and ob lig ations to ensure compliance b y the C ompany with the AIM Rules and that, in its opinion and to the b est of its k nowledg e and b elief, all relev ant req uirements of the AIM Rules hav e b een complied with. N o liab ility whatsoev er is accepted b y N umis for the accuracy of any information or opinions contained in this document or for the omission of any material information. An inv es tm ent in th e Com p any inv olv es a d eg ree of ris k and m ay not b e s uitab le for all rec ip ients of th is d oc um ent. A p ros p ec tiv e inv es tor s h ould c ons id er c arefully w h eth er an inv es tm ent in th e Com p any is s uitab le for h im in th e lig h t of h is p ers onal c irc um s tanc es and th e financ ial res ourc es av ailab le to h im . Your attention is d raw n to th e s ec tion entitled ‘Ris k F ac tors ’ in Part II of th is d oc um ent. The P lacing is not b eing made, directly or indirectly, in or into the U nited S tates, C anada, Australia, Japan or the Repub lic of Ireland or their respectiv e territories or possessions, and documents should not b e distrib uted, forwarded or transmitted in or into such territories. The O rdinary S hares hav e not b een and will not b e reg istered under the U nited S tates S ecurities Act of 1 9 3 3 (as amended) and may not b e offered, sold or deliv ered, directly or indirectly, in or into the U nited S tates, C anada, Australia, Japan or the Repub lic of Ireland. CONTENTS Directors, Secretary and Advisers.................................................................................. 3 Placing Statistics and Expected Timetable of Principal Events................................. 4 PART I Summary...................................................................................................... 5 PART II Risk Factors................................................................................................. 10 PART III Information on the Company.................................................................. 13 PART IV Financial Information relating to the Group ........................................ 25 PART V Unaudited Pro Forma Statement of Net Assets ..................................... 41 PART VI Additional Information.............................................................................. 43 PART VII Terms and Conditions relating to the Placing...................................... 71 PART VIII Definitions ................................................................................................... 75 PART IX Glossary ....................................................................................................... 78 2 DIRECTORS, SECRETARY AND ADVISERS Directors: Dr David Douglas Cleevely, (Chairman) Dr Jonathan Simon Milner, (Chief Ex ecutiv e) Dr Edward W illiam Powell, (F inance D irector) David James W arwick, (M anaging D irector) Professor Tony K ouz arides, (Non-ex ecutiv e D irector) Peter Stephen K een, (Non-ex ecutiv e D irector) all of 332 Cambridge Science Park, Cambridge, Cambridgeshire CB 4 0FW Secretary: Thomas Cochrane McG uire Registered office: 332 Cambridge Science Park Cambridge Cambridgeshire CB 4 0FW Telephone number: 01223 6 96 000 Nominated Adviser and Numis Securities Limited Broker to the Company: Cheapside H ouse Cheapside London EC2V 6 LH Reporting Accountants and Deloitte & Touche LLP Auditors to the Company: City H ouse 126 -130 H ills Road Cambridge CB 2 1RY Solicitors to the Company: Eversheds LLP Senator H ouse 8 5 Q ueen V ictoria Street London EC4V 4JL Solicitors to Numis: Shepherd and W edderburn 12 Arthur Street London EC4R 9AB Registrars: Capita IRG Plc Northern H ouse W oodsome Park Fenay B ridge H uddersfield H D8 0LA Financial PR Advisers B uchanan Communications Limited to the Company: 107 Cheapside London EC2V 6 DN 3 PLACING STATISTICS Placing Price 167p Number of Ordinary Shares in issue immediately following the Placing 34,427,704 Market Capitalisation at the Placing Price £57.5 million Number of Ordinary Shares being placed on behalf of:- Ð the Company 5,988,024 Ð the Selling Shareholders 3,140,520 Percentage of the Company’s enlarged issued ordinary share capital being placed 26.5 per cent Value of the Placing at the Placing Price £15.2 million Gross proceeds of the Placing to be received by the Company £10 million Net proceeds of the Placing to be received by the Company (after expenses) £8.9 million EXPECTED TIMETABLE OF PRINCIPAL EVENTS Admission and commencement of dealings in the Ordinary Shares on AIM 3 November 2005 CREST stock accounts credited 3 November 2005 Despatch of definitive share certificates (if appropriate) by 17 November 2005 4 PART I SUMMARY You should read the whole of this document, and not rely solely on the summary information set out below.
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