RNS Number:5392P
British Biotech PLC
09 September 2003


                             9 September, 2003


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
        UNITED STATES, BELGIUM, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN

                    BRITISH BIOTECH PLC ("BRITISH BIOTECH")

      RECOMMENDED OFFER FOR VERNALIS GROUP PLC ("VERNALIS") (THE "OFFER")

         CLOSURE OF OFFER AND COMPULSORY ACQUISITION OF VERNALIS SHARES

On 29 August 2003 British Biotech announced that the Offer had become
unconditional in all respects (save as to Admission) and would remain open until
further notice. Admission became effective and dealings commenced at 8.00 a.m.
on 1 September 2003.

By 3.00 p.m. on 8 September 2003, valid acceptances of the Offer had been
received in respect of 78,839,511 Vernalis Shares, representing approximately
90.16 per cent. of the existing issued share capital of Vernalis. The total
number of acceptances includes acceptances in respect of 39,931,897 Vernalis
Shares (representing approximately 45.67 per cent. of the existing issued share
capital of Vernalis) from holders who gave irrevocable undertakings to accept
the Offer, being the Vernalis Directors, Gartmore, Invesco, and Jupiter.

The Offer will remain open for acceptance until 3:00 p.m. on 23 September 2003,
at which time it will close. Vernalis Shareholders who have not yet accepted the
Offer are urged to complete and return their Form of Acceptance to the receiving
agent, Capita IRG Plc, before the Offer closes. Further copies of the Form of
Acceptance and Offer Document can be obtained by calling Capita on 0870 162 3105
(from the United Kingdom only) or if calling from overseas (other than the
United States) +44 (0)20 8639 2157.

Settlement of the consideration to which Vernalis Shareholders are entitled will
be effected within 14 days of the date of receipt of an acceptance complete in
all respects while the Offer remains open for acceptance.

As British Biotech has now received acceptances in respect of over 90 per cent.
in value of the Vernalis Shares to which the Offer relates, British Biotech will
shortly commence the procedure to acquire compulsorily any remaining Vernalis
Shares to which the Offer relates pursuant to sections 428 to 430F of the
Companies Act 1985. The notices will be sent out on or shortly after 23
September, 2003 to the remaining Vernalis Shareholders who have not accepted the
Offer, pursuant to section 429 of the Act. The compulsory acquisition procedure
is expected to be concluded on or shortly after 4 November 2003.

Furthermore, as stated in the Offer Document, British Biotech will procure the
making of an application by Vernalis for the cancellation of the listing of the
Vernalis Shares on the Official List and of trading in Vernalis Shares on the
London Stock Exchange's market for listed securities. The notice period for such
cancellations will commence on 23 September, 2003 and such cancellations will
take effect no earlier than 20 business days from that date. It is therefore
expected that the cancellations will take effect on 22 October, 2003 or as soon
as practicable thereafter.

Save as disclosed in this announcement or the Offer Document, neither British
Biotech nor any person deemed to be acting in concert with British Biotech for
the purpose of the Offer owned or controlled any Vernalis Shares or rights over
Vernalis Shares immediately prior to the commencement of the Offer Period, or
has acquired or agreed to acquire any Vernalis Shares (or rights over Vernalis
Shares) since the commencement of the Offer Period.

Terms defined in the Offer Document dated 25 July, 2003 have the same meaning in
this announcement, unless the context otherwise requires.

Enquiries:

British Biotech plc +44 (0) 1865 781 166
Dr Peter Fellner, Chairman
Simon Sturge, Chief Executive
Tony Weir, Finance Director

JPMorgan +44 (0) 20 7777 2000
Julian Oakley

Brunswick Group +44 (0) 20 7404 5959
Jon Coles

The contents of this announcement, which have been prepared by and is the sole
responsibility of British Biotech, have been approved by J.P. Morgan plc of 125
London Wall, London EC2Y 5AJ (regulated in the United Kingdom by the Financial
Services Authority) solely for the purposes of section 21 of the Financial
Services and Markets Act 2000.

J.P. Morgan plc, which is regulated in the UK by the Financial Services
Authority, is acting exclusively as financial adviser to British Biotech in
relation to the Merger and as sponsor to British Biotech in connection with the
listing of the New British Biotech Shares pursuant to the Merger. J.P. Morgan
plc is acting for no one else in connection with the Merger and listing of the
New British Biotech Shares on the Official List and their admission to trading
on the London Stock Exchange's market for listed securities and will not be
responsible to anyone other than British Biotech for providing advice in
relation to the proposed listing or Admission or any transaction or arrangement
referred to in this document.

The British Biotech Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
British Biotech Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

This announcement does not constitute the solicitation of any vote or approval
in any jurisdiction.

Documents relating to the Merger must not be mailed or otherwise forwarded,
distributed or sent in or into the United States, Belgium, Australia, Canada,
South Africa or Japan and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them in, into or
from such jurisdictions. Doing so may render invalid any purported acceptance of
the Offer. All persons (including nominees, trustees and custodians) who would
or otherwise intend to, or may have a contractual or legal obligation to,
forward this announcement or any documents relating to the Merger to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.

This announcement does not constitute, or form part of, any offer or invitation
to sell, or any solicitation of any offer to purchase any securities in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of or be relied on in connection with, any contract therefor. The
Offer is not being made and will not be made directly or indirectly in, or by
use of the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States. This includes, but is not limited to, facsimile transmission, electronic
mail, telex, telephone and the Internet. Accordingly, copies of this
announcement and any related offering documents are not being, and must not be,
mailed or otherwise transmitted or distributed in or into the United States. Any
purported acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid. No securities or other
consideration is being solicited and if sent in response by a resident of the
United States will not be accepted. No indications of interest in the Offer are
sought by this announcement.

This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration. The New British Biotech Shares to be issued
pursuant to the Offer have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or the securities laws of any
state or other jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions. Receipt of this
announcement will not constitute an offer in those jurisdictions in which it
would be illegal to make the Offer and in such circumstances it will be deemed
to have been sent for information purposes only.

                      This information is provided by RNS
            The company news service from the London Stock Exchange
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