Provexis - Reverse Takeover

Angle PLC
26 May 2005


Embargoed for 7.00 a.m.                                              26 May 2005




                                   ANGLE plc

                  PROVEXIS ANNOUNCES PROPOSED REVERSE TAKEOVER



ANGLE plc, the venture management and consulting company specialising in the
commercialisation of technology, is pleased to announce that venture company
Provexis Limited, the nutraceutical company which develops
scientifically-proven, proprietary, functional foods, supplements and medical
foods, has completed its negotiations with AIM listed Nutrinnovator Holdings PLC
('Nutrinnovator') which develops and markets specialist food and drink products.



The transaction, which is classified as a reverse takeover for Nutrinnovator, is
subject to the approval of the Nutrinnovator shareholders.  Nutrinnovator has
received undertakings from shareholders holding approximately 76% of its current
issued share capital that they will vote in favour of the proposals.



In addition to the consideration shares to be issued to the shareholders in
Provexis, new shares in Nutrinnovator are being issued with a value at the
placing price of £5.9m comprising a £3.8m placing and the conversion of £2.1m of
loans.   On completion, the new shares in Nutrinnovator are expected to be
re-admitted to trading on AIM on Thursday, 23 June 2005.



From completion, Nutrinnovator will be known as Provexis plc.  The Chief
Executive of Provexis Limited, Dr Stephen Franklin, will become the Chief
Executive of Provexis plc.  Dr Franklin has a BSc in Biology, a PhD in Applied
Biochemistry, an MBA and over ten years' experience in the creation and
development of early stage bioscience companies.  He was previously a Principal
Executive with ANGLE.   Dawson Buck, Deputy Chief Executive of ANGLE, will be
the Non-Executive Chairman of Provexis plc.



Dr Stephen Franklin, Chief Executive Officer of Provexis, commented:  'We are
delighted to announce the proposed reverse takeover of Nutrinnovator Holdings
plc. The rationale for integrating the two businesses is compelling with the
Enlarged Group combining a strong scientific team and impressive marketing and
sales expertise.



We believe that the Enlarged Group will be clearly differentiated in the
functional food industry in that it will develop innovative functional food
products with health benefits that are scientifically-proven and therefore have
the potential to carry credible health claims and endorsements. When one
combines this with proven speed-to-market credentials, we believe the result is
a company well positioned in the rapidly growing functional food market'.



Provexis was founded by ANGLE in 2000, using its established Progeny(R) process,
as a joint venture with the Rowett Institute (a leading human nutrition research
centre).  Provexis' lead technology is CardioFlow which is a proprietary extract
of tomato, produced industrially to laboratory-determined specifications.
CardioFlow contains a range of tomato-derived components which inhibit platelet
aggregation a part of the blood-clotting process which can cause heart attack
and stroke.  The first commercially available product containing CardioFlow will
be a fruit juice drink called Sirco.  Nutrinnovator is in discussions with major
high-street retailers and multiple grocers to secure distribution channels for
Sirco and its aim is to launch it in two major UK retailers in the final quarter
of 2005.



ANGLE's investment cost held on the balance sheet to develop Provexis using the
Progeny(R) process is £0.46m.  At the placing price, this original investment is
valued at £2.13m representing a multiple on investment of 4.6 times, an increase
of £1.67m over cost.  The internal rate of return (IRR) on this investment if it
were to be realised at completion in cash at the placing price would be 78% per
annum.



In addition, ANGLE provided Provexis with convertible loan funding of £0.50m in
February 2005.  It has been agreed that this loan will be uplifted to £0.83m and
converted into new shares in Provexis plc at the placing price, representing a
multiple on investment of 1.7 times and an increase of £0.33m over cost.



The overall gain to ANGLE from the transaction is £2.00m at the placing price.




ANGLE believes that the value of Provexis may increase substantially following
the placing if Provexis is successful in its launch of Sirco.  ANGLE has
therefore agreed to invest £0.50m in the placing.  After the placing and
completion of the reverse takeover, ANGLE will hold 24.8% of Provexis plc's
issued share capital.



ANGLE holds active investments in a total of 8 venture companies, which it has
developed using its established Progeny(R) process.  This is the second
successful transaction for ANGLE's venture companies since ANGLE's flotation in
March 2004.





Andrew Newland, Chief Executive of ANGLE, said:



'We are delighted to have agreed this transaction in relation to our venture
company, Provexis Limited.  The combination of Provexis and Nutrinnovator with
the new funding proposed presents a compelling business platform comprising
intellectual property, product development and marketing capability for
exploitation of the estimated £835m functional food market in the UK.  We
believe this transaction is a further demonstration of the strength of ANGLE's
Progeny(R) process in building value from intellectual property.'







For further information


ANGLE plc                                                     01483 295830
Andrew Newland, Chief Executive
Dawson Buck, Deputy Chief Executive


Buchanan Communications                                       020 7466 5000
Richard Darby, James Strong







Notes to Editors



Founded in 1994, ANGLE is an international venture management and consulting
company focusing on the commercialisation of technology and the development of
technology-based industry. ANGLE creates, develops and advises technology
businesses on its own behalf and for its clients.


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