Offer for World Life Sciences

Billam PLC
18 October 2001



Not for release, publication or distribution in, into or from the United
States, Canada, Australia or Japan


                                                               18 October 2001

                            Billam Plc ('Billam')

            Recommended Offer for World Life Sciences plc ('WLS')


Summary of the Offer


The Boards of Billam and WLS announce the terms of a recommended offer, to be
made by Peel Hunt, on behalf of Billam, for the entire issued share capital of
WLS (other than that already owned or controlled by the Billam Group).


Key features of the Offer:

*         The Offer is on the basis of 3 new Billam Shares for every 4 WLS
          Shares held.

*         The Offer values the current issued share capital of WLS on 17
          October 2001 at approximately £3.65 million (representing a premium to
          the closing mid-market price of 12.1 per cent.) based on the closing  
          mid-market price of 0.64p per Billam Share on17 October 2001.

*         The Independent Director, having been so advised by Seymour Pierce
          who have taken into account his commercial assessment of the merits of
          the proposed merger, considers the terms of the Offer to be fair and  
          reasonable and to be in the best interests of all WLS Shareholders and
          recommends therefore that WLS Shareholders accept the Offer.

*         Billam owns 320,000,000 WLS Shares through its wholly owned
          subsidiary Billam AG, representing 41.8 per cent. of the existing     
          ordinary share capital of WLS. In addition, irrevocable undertakings  
          have been received from the directors of and the consultant to WLS to 
          accept the Offer in respect of shareholdings which amount, in         
          aggregate, to 69,662,000 WLS Shares, representing approximately 9.1   
          per cent. of the existing issued ordinary share capital of WLS.  In   
          the event that a competing offer is announced by a third party, these 
          undertakings will remain binding. In total, therefore, Billam
          holds or has received irrevocable undertakings to accept the Offer in 
          respect of approximately 50.9 per cent, of the existing ordinary share
          capital of WLS.


Reasons for the Offer:

Portfolio convergence

The Boards of Billam and WLS believe that a merger of the two companies will
allow the Enlarged Group to capitalise on the increasing use of the sciences
of computing and information technology on which Billam is focused and the
areas of biotechnology and Life Sciences on which WLS is focused.

Increased diversification

The increased scale of the Enlarged Group which, in net asset terms will be
more than double the current size of WLS, will create a more diversified
investment portfolio with a greater spread of investment risk. The Enlarged
Group will have 14 investments compared to WLS's current portfolio of six
companies.

Improved marketability

As a result of becoming shareholders in a larger investment company with a
broader shareholder base, the Boards of Billam and WLS believe that
shareholders of each company should benefit from an improvement in the
marketability of their shares.

Sector consolidation

The Boards of Billam and WLS anticipate that there will be further
consolidation within the investment company sector, and believe that the
Enlarged Group will be better placed to participate in this consolidation as a
result of its greater size than the two companies would in isolation.

Savings from economies of scale

The merger should enable cost savings to be made by eliminating the
duplication of certain costs of the two companies. These savings include
centralising management, as well as reducing general expenses associated with
being a quoted company on AIM.

Greater financial resources

The directors of Billam believe that a larger proportion of its investment
portfolio, by number and value, is more easily realisable in the medium term
than WLS's. This, combined with WLS's current cash resources and the potential
for asset realisations from Billam's investment portfolio will provide the
Enlarged Group with greater freedom and flexibility to finance working capital
and new investments.

Commenting on the Offer:

Victor Beamish, Chairman of Billam, said:

'The merger of WLS with Billam will build further upon Billam's technology
investments across the spectrum of the Life Sciences and digital technology.

The Enlarged Group will be better placed to participate in the consolidation
within the investment company sector, as a result of its greater size, than
the two companies would in isolation, and the shareholders of each company
should benefit from an improvement in the marketability of their shares.'

Francis Madden, Independent Director of WLS, said:

'We are pleased to announce this merger with Billam. With the convergence of
information technology and Life Sciences, I believe that the merger of the two
companies should enable investment decisions to be made across a wider range
of prospects.'

This summary should be read in conjunction with the accompanying full
announcement.  The Offer will be subject to the terms and conditions set out
or referred to in Appendix I to the accompanying full announcement.

Enquiries:

Angus Forrest - Billam Plc:               020 7702 5544

Megan MacIntyre - Peel Hunt plc:          020 7418 8900

Francis Madden - World Life Sciences plc: 01473 780 431

Mark Percy - Seymour Pierce:              020 7648 8700


The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of the relevant jurisdictions.  Such persons should
inform themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in, into or from or by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile transmission, telex, telephonic or electronic
transmission) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, Australia, Canada, Japan or the United
States, and will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within Australia, Canada, Japan or the
United States.  Accordingly, copies of this announcement and any other
documents relating to the Offer are not being, and must not be, mailed,
transmitted or otherwise distributed or sent in or into or from Australia,
Canada, Japan or the United States and persons receiving this announcement
(including custodians, nominees and trustees) must not distribute or send it
in, into or from Australia, Canada, Japan or the United States.  Doing so may
render invalid any related purported acceptance of the Offer.

Peel Hunt, which is regulated by The Securities and Futures Authority Limited,
has approved this document solely for the purposes of Section 57 of the
Financial Services Act 1986.  Peel Hunt is acting for Billam in relation to
the Offer and is not acting for any other person and will not be responsible
to any other person for providing the protections afforded to customers of
Peel Hunt or for advising them on the contents of this announcement in any
other matter in relation to the Offer.

Seymour Pierce, which is regulated by The Securities and Futures Authority
Limited, is acting for WLS in relation to the Offer and is not acting for any
other person and will not be responsible to any other person for providing the
protections afforded to customers of Seymour Pierce or for advising them on
the contents of this announcement in any other matter in relation to the
Offer.

The new Billam Shares to be issued pursuant to the Offer have not been, nor
will they be, registered under the United States Securities Act of 1933, as
amended nor under the relevant securities laws of Australia, Canada, Japan or
any state of the United States and may not (except in the case of the United
States, pursuant to an applicable exemption from the Securities Act) be
offered, sold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the United States.

This announcement does not constitute an offer or invitation to purchase any
securities.

Not for release or distribution in, into or from the United States, Canada,
Australia or Japan.



                                                             18 October 2001

                            Billam Plc ('Billam')


                    Recommended Offer for WLS plc ('WLS')

Introduction

The Boards of Billam and WLS announce today the terms of a proposed merger of
Billam and WLS, to be effected by a recommended offer to be made by Peel Hunt,
on behalf of Billam, for the entire issued share capital of WLS (other than
that already owned or controlled by Billam). The Offer values each WLS Share
at 0.48p and the entire issued share capital of WLS at approximately £3.65
million.

Certain terms used in this announcement are defined in Appendix II.

Terms of the Offer

On behalf of Billam, Peel Hunt will offer to acquire, on the terms and subject
to the conditions set out in Appendix I and the further terms to be set out in
the formal Offer Document and the Form(s) of Acceptance, all of the WLS
Shares.  The Offer will be made on the basis of:

               3 new Billam Shares for every 4 WLS Shares held

Fractional entitlements to new Billam Shares will be disregarded and will not
be issued to WLS Shareholders.

It is one of the conditions of the Offer that the new Billam Shares are to be
admitted to trading on AIM. It is expected that admission will become
effective and that dealings in new Billam Shares will commence on the first
business day following the date on which the Offer is declared unconditional
in all respects (other than as regards the condition relating to admission of
the new Billam Shares to AIM becoming effective).

Based on the closing mid-market price of 0.64p per Billam Share on 17 October
2001, (being the last practicable date prior to the publication of this
document), the Offer values the current issued share capital of WLS on 17
October 2001 at approximately £3.65 million (representing a premium to the
closing mid-market price of 12.1 per cent.)

Recommendation

The Independent Director, having been so advised by Seymour Pierce who have
taken into account his commercial assessment of the merits of the proposed
merger, considers the terms of the Offer to be fair and reasonable and to be
in the best interests of all WLS Shareholders and recommends therefore that
WLS Shareholders accept the Offer.


Information on Billam

Billam was refinanced on 31 May 2000. Since then, Billam has invested in both
quoted and unquoted companies which predominantly utilise digital
technologies. To date, Billam has invested approximately £5.4 million in a
portfolio of 10 investee companies including WLS and has increased its net
asset value from an estimated £1 million as at 30 June 2000 to approximately £
7.5 million as at 1 October 2001. Four of Billam's investee companies,
including WLS, have been floated, three on AIM and one on the Neuer Markt in
Frankfurt.

Billam's investment policy is to invest in companies which operate in high
growth and/or niche markets where Billam can add value, build the management
team, provide access to financial management, identify subsequent financing
and manage the exit strategy.

Billam's unaudited interim results for the period to 30 June 2001 show a pre-
tax return of approximately £6.5 million. Billam's stated net asset value as
at 30 June 2001 was approximately 1.30p per share, including cash resources of
approximately £158,000. As at 1 October 2001, the directors of Billam estimate
the net asset value of Billam to be 0.88p per share. The directors of Billam
believe the decrease in net asset value has been a result of unfavourable
market conditions which have adversely affected the value of Billam's quoted
investments.

Background to and reasons for the Offer

Since WLS was admitted to AIM in November 2000, market conditions have changed
substantially and the Boards of Billam and WLS now believe that a merger of
the two companies would create a larger group, with a stronger balance sheet
thereby benefiting the shareholders of both companies. The aim of the Enlarged
Group will be to build further upon its technology investments in the Life
Sciences and information technology sectors. The Boards of Billam and WLS
believe that both companies have complementary activities. The effects and
advantages of the merger include:

Portfolio convergence

The Boards of Billam and WLS believe that a merger of the two companies will
allow the Enlarged Group to capitalise on the increasing use of the sciences
of computing and information technology on which Billam is focused and the
areas of biotechnology and Life Sciences on which WLS is focused.

Increased diversification

The increased scale of the Enlarged Group which, in net asset terms will be
more than double the current size of WLS, will create a more diversified
investment portfolio with a greater spread of investment risk. The Enlarged
Group will have 14 investments compared to WLS's current portfolio of six
companies.

Improved marketability

As a result of becoming shareholders in a larger investment company with a
broader shareholder base, the Boards of Billam and WLS believe that
shareholders of each company should benefit from an improvement in the
marketability of their shares.

Sector consolidation

The Boards of Billam and WLS anticipate that there will be further
consolidation within the investment company sector, and believe that the
Enlarged Group will be better placed to participate in this consolidation as a
result of its greater size than the two companies would in isolation.

Savings from economies of scale

The merger should enable cost savings to be made by eliminating the
duplication of certain costs of the two companies. These savings include
centralising management, as well as reducing general expenses associated with
being a quoted company on AIM.

Greater financial resources

The directors of Billam believe that a larger proportion of its investment
portfolio, by number and value, is more easily realisable in the medium term
than WLS's. This, combined with WLS's current cash resources and the potential
for asset realisations from Billam's investment portfolio will provide the
Enlarged Group with greater freedom and flexibility to finance working capital
and new investments.

Irrevocable undertakings to accept the Offer

Billam owns 320,000,000 WLS Shares through its wholly owned subsidiary Billam
AG, representing 41.8 per cent. of the existing ordinary share capital of WLS.
In addition, irrevocable undertakings have been received from the directors of
and the consultant to WLS to accept the Offer in respect of shareholdings
which amount, in aggregate, to 69,662,000 WLS Shares, representing
approximately 9.1 per cent. of the existing issued ordinary share capital of
WLS. In the event that a competing offer is announced by a third party, these
undertakings will remain binding.

In total, therefore, Billam holds or has received irrevocable undertakings to
accept the Offer in respect of approximately 50.9 per cent, of the existing
ordinary share capital of WLS.

WLS Options and WLS Warrants

There are 22,000,000 options over WLS Shares outstanding as at 17 October 2001
(being the latest practicable date prior to the posting of this document).
These options are held by certain directors of WLS and Peter Hoskins. All
options are exercisable at 1p each.

All WLS Optionholders have agreed not to exercise any options during the Offer
Period, and to forfeit all their WLS Options upon the Offer becoming or being
declared unconditional in all respects.

An agreement has been entered into between Billam, WLS and the WLS
Warrantholder such that the WLS Warrantholder will not exercise its WLS
Warrants during the Offer Period. Subject to the Offer becoming or being
declared unconditional in all respects, WLS Warrants will be exchanged for
Billam Warrants on the basis of three Billam Warrants for every four WLS
Warrants. Billam Warrants will be exercisable at a subscription price of 1p
per share. The terms of the new Billam Warrants are set out in paragraph 9 of
Appendix III. It is not proposed that the new Billam Warrants will be traded
on any recognised investment exchange.

Proposed director

Francis Madden will be appointed to the board of Billam in the event that the
Offer becomes or is declared unconditional in all respects. Francis Madden
will receive £15,000 annual remuneration and his letter of appointment may be
terminated by either side by giving 6 months notice.

Disclosure of Interests in WLS

The following members are deemed to be acting in concert with Billam as
defined by the Code. As at 17 October 2001, the interests of the members of
this concert party (so far as the directors of Billam are aware, having made
due and careful enquiry) in the issued share capital of Billam were as
follows:


                               No. Of WLS        WLS Options       WLS Warrants
                               Shares        (exercisable at    (exercisable at
                                                      1p)(2)             1p)(3)

Victor Beamish Non-executive    14,000,000         1,000,000                  -
chairman of Billam and WLS(1)


 Angus Forrest Managing         26,800,000        10,000,000                  -
director of Billam and WLS(1)


 Juliet Hoskins Non-executive    3,000,000         1,000,000                  -
director of Billam and WLS(1)


Peter Hoskins Consultant to     27,662,000        10,000,000                  -
WLS and employee of Bertie AG
(1)


Billam AG                      320,000,000                 -                  -


Dr H Sonntag                       900,000                 -                  -


SP Investments Limited                   -                 -          7,662,462



Notes:

(1)            These shareholders have given irrevocable undertakings to
accept the Offer in respect of ordinary shares representing 9.1 per cent. of
WLS's issued ordinary share capital.

(2)            The WLS Options were exercisable from 22 November 2000 to 21
November 2010.

(3)            The WLS Warrants are exerciseable until 21 November 2001.


Cancellation of trading on AIM of WLS Shares

Subject to an announcement of the Offer becoming or being declared
unconditional in all respects, Billam intends to apply for the immediate
cancellation of trading of WLS Shares on AIM. Such cancellation will
significantly reduce the liquidity and marketability of any WLS Shares not
acquired by Billam. Following such cancellation, it is the intention of the
board of Billam that WLS will be re-registered as a private limited company.

In addition, on receipt of sufficient acceptances or other acquisition of WLS
Shares, Billam intends to apply the provisions of sections 428 to 430F of the
Companies Act 1985 to acquire compulsorily any WLS Shares that have not been
assented to or acquired pursuant to the Offer or otherwise.

Overseas WLS Shareholders

The availability of the Offer and of any election thereunder to persons
outside the United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about and observe any
applicable requirements.

Unless otherwise determined by Billam and WLS, the Offer will not be made,
directly or indirectly, in, into or from, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile
transmission, telex or telephone) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States nor will it
be made in into or from Canada, Australia or Japan and, subject to certain
exemptions, the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia or Japan.  In addition, unless otherwise determined by Billam and
WLS or except as required or permitted by applicable law, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, mailed or otherwise distributed or sent in or into or from the
United States, Canada, Australia or Japan and persons receiving such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from the United States, Canada, Australia or Japan.

The new Billam Shares to be issued pursuant to the Offer have not been and
will not be, registered under the US Securities Act of 1933, as amended, or
under any of the relevant securities laws of any state or district of the US,
Canada, Australia or Japan.  Accordingly, unless an exemption under such Act
or other laws is available, the new Billam Shares may not be offered, sold,
transferred or delivered, directly or indirectly, in into or from the US,
Canada, Australia or Japan or to or for the account or benefit of any US,
Canadian, Australian or Japanese person.  This announcement and related
materials do not constitute an offer of securities for sale in the US, Canada,
Australia of Japan.

General

The Offer Document, containing the full terms and conditions of the Offer in
respect of the new Billam Shares will be posted to WLS Shareholders as soon as
practicable and in any event within 28 days of the date of this announcement.
This announcement does not constitute an offer or invitation to purchase
securities.

The directors of Billam accept responsibility for the information contained in
this announcement other than that relating to WLS, the WLS Group, the
directors of WLS and members of their immediate families and other connected
persons, but including the statements expressed to be opinions of the
directors of Billam.  To the best of the knowledge and belief of the directors
of Billam (who have taken all reasonable care to ensure such is the case), the
information contained herein 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 Independent Director accepts responsibility for the recommendation of the
terms of the Offer and the directors of WLS accept responsibility for the
information contained in this announcement relating to WLS the WLS Group, the
directors of WLS and members of their immediate families and other connected
persons other than that relating to Billam, the Billam Group, the directors of
Billam and members of their immediate families and other connected persons,
but including the statements expressed to be opinions of the directors of WLS.
  To the best of the knowledge and belief of the directors of WLS (who have
taken all reasonable care to ensure such is the case), the information
contained herein 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 Offer will comply with the rules and regulations of the London Stock
Exchange, the AIM Rules and with the Code.

Full acceptance of the Offer would result in the issue of approximately
334,684,625 new Billam Shares, representing approximately 28.2 per cent. of
the ordinary share capital of Billam as enlarged by the Offer.

The new Billam Shares issued pursuant to the Offer will be issued credited as
fully paid and free from all liens, equities, charges, encumbrances, rights of
pre-emption and other interests of any nature whatsoever. The new Billam
Shares will rank pari passu in all respects with the existing Billam Shares
including the right to receive and retain in full all dividends and other
distributions declared, made or paid after the date of this announcement.

WLS Shares to be acquired pursuant to the Offer are to be acquired fully paid
and free from all liens, equities, charges, encumbrances, rights of pre-
emption and other third party interests of any nature whatsoever and together
with all rights now or hereafter attaching thereto, including, without
limitation, the right to receive and retain in full all dividends and other
distributions declared, made or paid hereafter.

The Offer will initially remain open for acceptance until 8 November 2001.
Billam and Peel Hunt may agree to extend it but it may not be extended beyond
17 December 2001 without the approval of the Panel. However, if by that date
the Offer has been declared unconditional as to acceptances, the Offer will
remain open for acceptance for not less than 14 days after the date on which
it would otherwise have expired.

Mark Lorimer is the only independent director of Billam (for the purposes of
the Offer) who is not also a director of WLS. Mark Lorimer, having been so
advised by Peel Hunt, who have taken into account his commercial assessment of
the merits of the proposed merger, considers the terms of the Offer to be fair
and reasonable insofar as Billam Shareholders as a whole are concerned and to
be in the best interests of Billam Shareholders as a whole.


                                  APPENDIX I

                  CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer, which is being made by Peel Hunt on behalf of Billam, will comply
with the applicable rules and regulations of the London Stock Exchange, the
AIM Rules and the Code. The Offer is also governed by English law and subject
to the jurisdiction of the English courts and is subject to the terms and
conditions set out below.



                              PART A: CONDITIONS

The Offer is subject to the following conditions:

(a)           valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 pm (London time) on 8 November 2001 (or such later time(s)
and/or date(s) as Billam may, with the consent of the Panel or in accordance
with the Code, decide) in respect of not less than 90 per cent. (or such
lesser percentage as Billam may decide) of the WLS Shares to which the Offer
relates, provided that this condition shall not be satisfied unless Billam and
/or any of its wholly-owned subsidiaries shall have acquired or agreed to
acquire, whether pursuant to the Offer or otherwise, WLS Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of WLS. For the purposes of this condition:

(i)            the expression 'WLS Shares to which the Offer relates' shall be
construed in accordance with sections 428 to 430F of the Companies Act; and

(ii)           WLS Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry upon
their being issued;

(b)           the Office of Fair Trading in the United Kingdom indicating, in
terms satisfactory to Billam, that it is not the intention of the Secretary of
State for Trade and Industry to refer the proposed acquisition of WLS by
Billam, or any matter arising therefrom or related thereto, to the Competition
Commission.

(c)           the London Stock Exchange agreeing to admit the new Billam
Shares to trading on AIM and such admission becoming effective in accordance
with the admission and disclosure standards of the AIM Rules and the Code;

(d)           except as disclosed in writing by or on behalf of WLS to Billam,
or its advisers or publicly announced by or on behalf of WLS in any such case
prior to 18 October 2001, no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other body or person
whatsoever in any jurisdiction (each a 'Third Party') having taken, decided to
take, instituted, implemented or threatened in writing any action, proceeding,
suit, investigation, enquiry or reference, or enacted, made or proposed any
statute, regulation, decision or order which could reasonably be expected to:

(i)            require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by any member of the Billam Group or
by WLS (or any of its respective subsidiaries or subsidiary undertakings) of
all or any material portion of their respective businesses, assets or
property, or impose any material limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own all or any
material portion of their respective assets or properties;

(ii)           require, prevent or delay the divestiture by any member of the
Billam Group of any WLS Shares;


(iii)          impose any material limitation on, or result in a significant
delay in, the ability of any member of the Billam Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the WLS Group or to exercise
management control over any such member;


(iv)          otherwise materially adversely affect the business, assets or
profits of the WLS Group;


(v)           make the Offer or its implementation or the acquisition or
proposed acquisition of any WLS Shares or other securities in, or control of,
WLS by any member of the Billam Group void, illegal, and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise materially directly
or indirectly, restrain, restrict, prohibit, delay or otherwise adversely
interfere with the same, or impose additional material conditions or
obligations with respect thereto, or otherwise materially challenge or require
amendment to the terms of the Offer or any such acquisition;


(vi)          require any member of the Billam Group or the WLS Group to
acquire or offer to acquire any shares or other securities (or the equivalent)
or any interest in any member of the WLS Group or the Billam Group owned by
any third party;


(vii)         result in any member of the WLS Group ceasing to be able to
carry on business under any name under which it presently does so to an extent
which is material to that member, and all applicable waiting and other time 
periods during which any such Third Party could take, decide to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or 
reference or any other step under the laws of any relevant jurisdiction in 
respect of the Offer having expired, lapsed or been terminated;

(e)           all necessary filings or applications having been made in
connection with the Offer; and all appropriate waiting periods (including
extensions thereof) in respect of the Offer or its implementation under any
applicable legislation or regulations of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate); and all statutory or
regulatory obligations in any relevant jurisdiction having been complied with
in connection with the Offer or the acquisition by any member of the Billam
Group of any shares or other securities in, or control of, WLS and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals ('Authorisations') deemed
by Billam to be necessary or appropriate for or in response to the Offer or
the proposed acquisition of any WLS Shares or other securities in, or control
of, WLS by any member of the Billam Group having been obtained in terms and in
a form satisfactory to Billam (acting reasonably) for all appropriate Third
Parties or persons with whom any member of the WLS Group has entered into
contractual arrangements; and all such Authorisations, together with all
Authorisations necessary or appropriate to carry on the business of any member
of the WLS Group remaining in full force and effect; and all appropriate
waiting periods (including extensions thereof) under any applicable
legislation and regulations of any jurisdiction having expired, lapsed or been
terminated and all filings necessary for such purpose having been made; and
there being no written notice of any intention to revoke or not to renew any
of the same at the time at which the Offer becomes otherwise unconditional;
and all necessary statutory or regulatory obligations in any jurisdiction
having been complied with;


(f)            except as disclosed in writing by or on behalf of WLS to Billam
or its advisers, or publicly announced by or on behalf of WLS in any such case
prior to 18 October 2001, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
WLS Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, which in consequence of the Offer or the
proposed acquisition of any WLS Shares or other securities in WLS or because
of a change in the control or management of WLS, could be expected to result
in:


(i)            any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date, or the ability of any
such member to borrow moneys or incur any indebtedness being withdrawn or
inhibited which is material in the context of the WLS Group taken as a whole;


(ii)           any such agreement, arrangement, licence, permit or instrument
or the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or affected, or any onerous
obligation or liability arising, or any adverse action being taken or arising
thereunder which is material in the context of the WLS Group taken as a whole;


 (iii)         sets or interests of any such member being or falling to be
disposed of or charged, or any right arising under which any such asset or
interest could be required to be disposed of or charged otherwise than, in any
such case, in the ordinary course of trade on arm's length terms which is
material in the context of the WLS Group taken as a whole;


(iv)          the creation or enforcement of any mortgage, charge or other
security interest over the whole or any material part of the business,
property or assets of any such member, or any such security (whether arising
or having arisen) becoming enforceable which is material in the context of the
WLS Group taken as a whole;


(v)           the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, company, firm
or body (or any agreements relating to any such interest or business) being
terminated, or adversely modified or affected;


(vi)          the value of any such member or its financial or trading
position being materially prejudiced or materially adversely affected;


(vii)         any such member ceasing to be able to carry on business under
any name under which it presently does so; or


(viii)        the creation of any material liability, actual or contingent, by
any such member, and no event having occurred which, under any provision of any 
agreement, arrangement, licence, permit or other instrument to which any member 
of the WLS Group is a party or by or to which any such member or any of its 
assets may be bound, entitled or subject, could result in any of the events 
referred to in sub-paragraphs (i) to (viii) of this paragraph (f);


(g)           except as disclosed in the unaudited interim accounts of WLS for
the period to 30 June 2001, or as otherwise publicly announced by WLS in
accordance with the AIM Rules on or prior to 18 October 2001 or as otherwise
disclosed to Billam, or its advisers by or on behalf of WLS prior to 18
October 2001, no member of the WLS Group having, since 30 June 2001:


(i)            issued, authorised or proposed the issue of additional shares
of any class;


(ii)           issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares or warrants of any class, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities;


(iii)          recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise;


(iv)          save for intra-WLS Group transactions, merged or demerged with
or from any body corporate or, to an extent which is material in the context
of the WLS Group, acquired, disposed of, transferred, mortgaged, charged or
created any security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised, proposed
or announced any intention to propose any merger, demerger, acquisition or any
such disposal, transfer, mortgage, charge or security interest;


(v)           save as between WLS and its wholly-owned subsidiaries, made,
authorised, proposed or announced an intention to propose any material change
in its loan capital;


(vi)          issued, authorised or proposed the issue of any debentures, or
become subject to any material contingent liability or (save for intra-WLS
Group transactions in the ordinary course of business), incurred or increased
any material indebtedness;


(vii)         save for intra-WLS Group transactions, purchased, redeemed or
repaid or announced any proposal to purchase, redeem or repay any of its own
shares or other securities or reduced or made any other change to any part of
its share capital;


(viii)        implemented, or authorised, proposed or announced its intention
to implement any material reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement, or entered into or changed the terms of any
material contract with any director or senior executive of the WLS Group
otherwise than in the ordinary course of business;


(ix)           entered into, varied, authorised, proposed or announced its
intention to enter into or vary any material contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which is or is
likely to be materially restrictive on the businesses of any member of the WLS
Group or the Billam Group or which involves or is likely to involve an
obligation of such a nature or magnitude or which is other than in the
ordinary courses of business;


(x)            taken any corporate action or had any legal proceedings started
or threatened against it for its winding-up, dissolution, reorganisation or
for the appointment of a receiver, administrative receiver, administrator,
trustee or similar officer of all or any material part of its assets or
revenues, or any analogous proceedings in any jurisdiction or had any such
person appointed;


(xi)           entered into any contract, transaction or arrangement which is
or would be materially restrictive on the business of any member of the WLS
Group;


(xii)          waived or compromised any material claim otherwise than in the
ordinary course of business;


(xiii)         entered into any contract or agreement or passed any resolution
or made any offer (which remains open for acceptance) with respect to, or
announced any intention to, or to propose to, effect any of the transactions,
matters or events referred to in this condition; or


(xiv)        made any material alteration to its memorandum or articles of
association, or its other incorporation documents.


(h)           since 30 June 2001 and save as disclosed in the unaudited
interim accounts for the period then ended, and save as publicly announced in
accordance with the AIM Rules by WLS prior to 18 October 2001  or as otherwise
disclosed to Billam or its advisers by or on behalf of WLS prior to 18 October
2001 :

(i)            no material adverse change or deterioration having occurred in
the business, assets, financial or trading position or profits or prospects
which is material in the context of the WLS Group taken as a whole;


(ii)           no material litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the WLS Group is a party
(whether as a plaintiff, defendant or otherwise), and no investigation by any
Third Party against or in respect of any member of the WLS Group having been
commenced, announced or threatened in writing by, against or remaining
outstanding in respect of any member of the WLS Group;


(iii)          no material contingent or other liability having arisen or
become apparent to Billam or its advisers, which would reasonably be expected
to adversely affect any member of the WLS Group. and

(iv)          no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or material modification of any material
licence, authorisations and/or approvals held by any member of the WLS Group;


(i)            save as disclosed in writing to Billam, or its advisers by or
on behalf of WLS, prior to 18 October 2001, Billam or its advisers not having
discovered:


(i)             that any material financial, business or other information
concerning the WLS Group as contained in the information publicly disclosed at
any time by any member of the WLS Group or its advisers is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not materially misleading in the
context of the WLS Group taken as a whole; or


(ii)            any fact or circumstance which materially and adversely
affects the import of any information material to the Offer in the context of
the WLS Group taken as a whole disclosed at any time by or on behalf of any
member of the-WLS Group to Billam or its advisers.


For the purposes of these conditions the 'WLS Group' means WLS and its
subsidiary undertakings, associated undertakings and any other undertaking in
which WLS and/or such undertakings (aggregating their interests') have a
significant interest, and the 'Billam Group' means Billam and its subsidiary
undertakings, associated undertakings and any other undertaking in which
Billam and/or such undertakings (aggregating their interests) have a
significant interest, and for these purposes 'subsidiary undertaking',
'associated undertaking' and 'undertaking have the meanings given by the
Companies Act (other than paragraph 20(1)(b) of Schedule 4A to that Act which
shall be excluded for this purpose), and 'significant interest means a direct
or indirect interest in more than 20 per cent. of the equity share capital (as
defined in that Act).


Billam reserves the right to waive, in whole or in part, all or any of the
above conditions (except condition (a) and (c)). If Billam is required by the
Panel to make an offer for WLS Shares under the provisions of Rule 9 of the
Code, Billam may make such alterations to the above conditions of the Offer
(including condition (a)) as are necessary to comply with the provisions of
that Rule.


The Offer will lapse if it is referred to the Competition Commission before
3.00 pm (London time) on 8 November 2001, or the time and date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is the
later. In such circumstances, the Offer will cease to be capable of further
acceptance, and persons accepting the Offer and Billam shall thereupon cease
to be bound by acceptances delivered on or before the date on which the Offer
so lapses.


The Offer will lapse unless all the above conditions have been fulfilled, or
(if capable of being waived) waived by 3.00 pm (London time) on the day
falling 21 days after the later of 8 November 2001 and the date on which the
Offer becomes or is declared unconditional as to acceptances, or such later
date as the Panel may agree, provided that Billam shall be under no obligation
to waive or treat as fulfilled any of conditions (b) and (d) to (i) inclusive
by a date earlier than the latest date specified above for the fulfilment
thereof notwithstanding that the other conditions of the Offer may at such
earlier date have been fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may be incapable of
fulfilment.


If the Offer lapses, the Offer will cease to be capable of further acceptance,
and persons accepting the Offer, Peel Hunt and Billam shall thereupon cease to
be bound by acceptances delivered on or before the date on which the Offer so
lapses.


Further Terms of the Offer

The Offer will lapse if the acquisition of WLS is referred to the Competition
Commission before the later of 3.00 pm (London time) on 8 November 2001 and
the date on which the Offer becomes or is declared unconditional as to
acceptances.  In such circumstances, the Offer will cease to be capable of
further acceptance and Billam and accepting WLS Shareholders shall thereupon
cease to be bound by acceptances submitted at or before the time when the
Offer so lapses.


If Billam is required by the Panel to make an offer for WLS Shares under the
provisions of Rule 9 of the Code, Billam may make such alterations to the
terms and conditions of the Offer as are necessary to comply with the
provisions of that Rule.


                                 APPENDIX II

                                 DEFINITIONS


The following definitions apply throughout this document and the accompanying
Form of Acceptance, unless the context otherwise requires:


'Act'           the Companies Act 1985 (as amended)


'Admission'     the admission of the new Billam Shares to trading on AIM


'AIM'           the Alternative Investment Market of the London Stock Exchange


'AIM Rules'     the rules published by the London Stock Exchange relating to AIM


'Billam'        Billam Plc


'Billam Group'  Billam and its subsidiary undertakings


'Billam         holders of Billam Shares
Shareholders'

'Billam Shares' ordinary shares of 0.1p each in the capital of Billam


'Boards of      the board of directors of Billam and the board of directors of
Billam and WLS' WLS


'Closing Price' the closing middle-market quotation of a Billam Share or a WLS
                Share, as the case may be, as derived from the AIM Appendix to
                the Daily Official List of the London Stock Exchange


'Code'          The City Code on Takeovers and Mergers


'CRESTCo'       CRESTCo Limited, the operator (as defined in the Regulations) of
                the system for trading shares in uncertificated form known as '
                CREST'


'CREST member'  a person who has been admitted by CRESTCo as a member (as
                defined in the Regulations)


'CREST          a person who is, in relation to CREST, a system participant (as
participant'    defined in the Regulations)


'CREST sponsor' a CREST participant admitted to CREST as a sponsor


'CREST          a CREST member admitted to CREST as a sponsored member
sponsored
member'

'Enlarged       the Billam Group, as enlarged by the acquisition of WLS
Group'

'Existing       existing options to subscribe for Billam Shares on the terms
Billam Options' summarised in paragraph 9 of Appendix III


'Form of        the form of acceptance and authority relating to the Offer
Acceptance'

'Independent    Francis Madden, being the sole independent director of WLS, for
Director'       the purposes of the Code in relation to the Offer


'Life Sciences' biosciences, biotechnology, pharmaceuticals, medical devices,
                implants, diagnostics and related fields


'London Stock   the London Stock Exchange plc
Exchange'

'member         the identification code or number attached to any member account
account ID'     in CREST


'new Billam     the new ordinary shares of 0.1 p each in the capital of Billam
Shares'         to be issued, credited as fully paid, pursuant to the Offer


'new Billam     the warrants to subscribe Billam Shares to be issued pursuant to
Warrants'       the Offer


'Offer'         the recommended offer by Peel Hunt on behalf of Billam to
                acquire the WLS Shares (other than those already owned or
                controlled by the Billam Group) on the terms and subject to the
                conditions set out in this document and Form of Acceptance
                including, where the context so requires, any subsequent
                revision, variation, extension or renewal of such offer


'Offer Period'  in relation to the Offer, the period commencing 18 October 2001
                and ending on the later of: - (1) 8 November 2001, (2) the date
                on which the Offer becomes unconditional as to acceptances and
                (3) the date on which the Offer lapses


'Peel Hunt'     Peel Hunt plc


'Panel'         The Panel on Takeovers and Mergers


'Regulations'   the Uncertificated Securities Regulations 1995 (SI 1995 No.
                3272)


'SDRT'          stamp duty reserve tax


'Securities     the US Securities Act of 1933 (as amended)
Act'

'Seymour        Seymour Pierce Limited
Pierce'

'TTE'           a transfer to escrow


'TFE            a transfer from escrow instruction (as defined by the CREST
instruction'    Manual issued by CRESTCo)


'UK' or         the United Kingdom of Great Britain and Northern Ireland
'United Kingdom'

                a share that is for the time being recorded on the relevant
'uncertificated' register of members as being held in uncertificated form in
or in           CREST, and title to which, by virtue of the Regulations, may be
'uncertificated transferred by means of CREST
form'

'US', 'USA' or  the United States of America, its territories and possessions,
'United States' any state of the United States of America and the District of
                Columbia and all other areas subject to its jurisdiction


'WLS'           WLS plc


'WLS Group'     WLS and its subsidiary undertakings


'WLS            holders of WLS Options
Optionholders'

'WLS Options'   the 22,000,000 options to subscribe for WLS Shares outstanding
                at the date of this document


'WLS            holders of WLS Shares
Shareholders'

'WLS Shares'    the existing issued or unconditionally allotted and fully paid
                ordinary shares of 0.25p each in the capital of WLS and any
                further such shares that are issued or unconditionally allotted
                before the time and date on which the Offer closes (or such
                earlier time and/or date, not without the consent of the Panel
                being earlier than the date on which the Offer becomes or is
                declared unconditional as to acceptances or, if later, the first
                closing date of the Offer), as Billam may decide


'WLS            holder of WLS Warrants
Warrantholder'

'WLS Warrants'  the 7,662,462 warrants to subscribe for WLS Shares outstanding
                at the date of this document