Results Placing & Open Offer

Phytopharm PLC
24 February 2005

Not for release, publication or distribution, directly or indirectly, in or into
the United States, Canada, Australia, Japan or the Republic of Ireland



24 February 2005



                                 Phytopharm plc



                        Result of Placing and Open Offer



On 2 February 2005, the Company announced a UK Placing, US Private Placement and
Open Offer to raise approximately £23.9 million (approximately £21.6 million net
of expenses) comprising an aggregate of 13,261,446 New Ordinary Shares at the
Issue Price of 180p per New Ordinary Share. Canaccord Capital (Europe) Limited
have underwritten the UK Placing, comprising an aggregate of 11,178,206 New
Ordinary Shares, on the terms and conditions set out in the UK Placing
Agreement. The US Private Placement, comprising an aggregate of 2,083,240 New
Ordinary Shares, has been conditionally subscribed for by certain institutional
investors pursuant to the terms and conditions of the US Subscription Agreement
but is not underwritten.



Phytopharm plc announces that, by 3.00 p.m. yesterday (being the latest time and
date for receipt of completed Application Forms and payment in full under the
Open Offer), valid applications had been received in respect of 6,856,936 Open
Offer Shares, representing 51.71 per cent. of the new Ordinary Shares available
pursuant to the UK Placing, US Private Placement and Open Offer.



2,607,989 Open Offer Shares, representing 19.67 per cent. of the New Ordinary
Shares available pursuant to the Open Offer, were the subject of irrevocable
undertakings by certain Qualifying Shareholders not to take up and accordingly
these Open Offer Shares are being placed firm at the Issue Price with
institutional and other investors.



Accordingly, a total of 6,404,510 Open Offer Shares (comprising the 2,607,989
Open Offer Shares placed firm and the remaining 3,796,521 Open Offer Shares not
subject to valid applications under the Open Offer), representing 48.29 per
cent. of the New Ordinary Shares available pursuant to the UK Placing, US
Private Placement and Open Offer, will be subscribed for pursuant to the terms
of the UK Placing Agreement and the US Subscription Agreement.



The UK Placing, US Private Placement and Open Offer are conditional, amongst
other things, on the passing of the Resolution being proposed at the Company's
EGM being held on 25 February 2005 and Admission.  Subject to the passing of the
Resolution at the EGM it is expected that admission to trading on the market for
listed securities of the London Stock Exchange of the Open Offer Shares will
become effective and that dealings will commence at 8.00 a.m. on 28 February
2005.



A copy of the Prospectus that has been sent to Qualifying Shareholders has been
submitted to the UK Listing Authority for approval and the Company hereby gives
notice under paragraphs 9.31 and 9.32 of the Listing Rules of the UK Listing
Authority that copies of the document are available for inspection at the UKLA's
Document Viewing Facility, which is situated at:



Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

Tel:       [phone]




For further information:


Phytopharm plc                                              [phone]

Dr Richard Dixey, Chief Executive

Dr Wang Chong, Chief Financial Officer

Rothschild                                                 + 44 (0) 20 7280 5000

Dominic Hollamby

Canaccord                                                   [phone]

Mark Ashurst

Dr Stephen Rowntree

Media Enquiries: Financial Dynamics                         [phone]

David Yates

Ben Atwell



Rothschild, which is regulated by the Financial Services Authority, is acting as
co-Sponsor and financial adviser to Phytopharm plc and no one else in relation
to the Offering and is not advising any other person or treating any other
person as its client in relation thereto, and will not be responsible to any
person other than Phytopharm plc for providing the protections afforded to its
clients nor for providing advice in relation to the Offering nor any other
matter referred to in this document.



Canaccord, which is regulated by the Financial Services Authority, is acting as
co-Sponsor, underwriter and stock broker to Phytopharm plc and no one else in
relation to the Offering and is not advising any other person or treating any
other person as its client in relation thereto, and will not be responsible to
any other person other than Phytopharm plc for providing the protections
afforded to its clients nor for providing advice in relation to the Offering nor
any other matter referred to in this document.



The New Ordinary Shares have not been registered under the US Securities Act,
under the securities laws of any state of the United States or under applicable
securities laws of Canada, Australia, the Republic of Ireland, or Japan.
Accordingly, unless an exemption under any applicable law is available, the New
Ordinary Shares may not be offered, sold, transferred, taken up or delivered,
directly or indirectly, in the United States, Canada, Australia, the Republic of
Ireland or Japan or any other country outside the United Kingdom where such
distribution may otherwise lead to a breach of any law or regulatory
requirement. The Open Offer is not being made, directly or indirectly, in or
into, and will not be capable of acceptance in or from the United States,
Canada, Australia, the Republic of Ireland or Japan and doing so may render
invalid any purported acceptance. Accordingly, neither this announcement, the
Prospectus nor the Acceptance Form are being, and they must not be, issued,
mailed, distributed or otherwise transmitted in, into or from the United States,
Canada, Australia, the Republic of Ireland or Japan unless Phytopharm in its
sole discretion determines otherwise. The parts of this announcement that
describe the US Private Placement are included herein for information purposes
only. The New Ordinary Shares acquired in the US Private Placement will be
subject to restrictions on transfer and, with certain exceptions, may not be
(and are not hereby being) reoffered or resold within the United States.



These written materials are not for distribution in the United States.  These
written materials are not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
under the US Securities Act or an exemption therefrom.  Phytopharm has not and
does not intend to register any of the New Ordinary Shares under the US
Securities Act.  The New Ordinary Shares will not be offered or sold to the
public in the United States.





Definitions



The following definitions are used throughout this announcement except where the
context requires otherwise:


'Admission'                      admission of the New Ordinary Shares to the Official List becoming effective in
                                 accordance with the Listing Rules and to trading on the market for listed
                                 securities of the London Stock Exchange
'AGM'                            the Annual General Meeting of the Company to be held on 25 February 2005
'Application Form'               the application form accompanying the Prospectus on which Qualifying
                                 Shareholders may apply for New Ordinary Shares under the Open Offer
'Issue Price'                    the price of 180p per New Ordinary Share payable under the UK Placing, the US
                                 Private Placement and the Open Offer
'London Stock Exchange'          the London Stock Exchange plc
'New Ordinary Shares'            the 13,261,446 new Ordinary Shares proposed to be issued pursuant to the UK
                                 Placing, the US Private Placement and the Open Offer
'Offering'                       collectively the UK Placing, the US Private Placement and the Open Offer
'Official List'                  the Official List of the UK Listing Authority made under Section 74 of the
                                 Financial Services and Markets Act 2000
'Open Offer'                     the conditional offer by Canaccord, on behalf of the Company, to Qualifying
                                 Shareholders to subscribe for the Open Offer Shares at the Issue Price on the
                                 terms and subject to the conditions set out or referred to in the Prospectus
                                 document and the Application Form
'Open Offer Shares'              the 13,261,446 New Ordinary Shares to be issued for cash pursuant to the Open
                                 Offer
'Ordinary Shares'                ordinary shares of 1 penny each in the capital of Phytopharm
'Phytopharm' or the 'Company' or Phytopharm plc, together where appropriate, with its subsidiary undertakings
the 'Group'                      (as defined in section 258 of the Act)
'Private Placement Shares'       2,083,240 New Ordinary Shares to be issued for cash pursuant to the US Private
                                 Placement
'Prospectus'                     the Prospectus relating to the Offering which is being posted today to
                                 Shareholders and participants in the Phytopharm share option schemes
'Qualifying Shareholders'        holders of Ordinary Shares on the register of members of the Company as at the
                                 close of business on the Record Date
'Record Date'                    the record date for the Open Offer, being 31 January 2005
'Resolution'                     Resolution 1 set out in the notice of EGM
'Rothschild'                     N M Rothschild & Sons Limited
'Shareholders'                   holders of Ordinary Shares
'UK Placing'                     the conditional placing of 11,178,206 New Ordinary Shares at the Issue Price by
                                 Canaccord pursuant to the UK Placing Agreement
'UK Placing Agreement'           the conditional co-sponsors' Placing and Open Offer Agreement dated 2 February
                                 2005 between the Company, Canaccord and Rothschild relating, amongst other
                                 things, to the UK Placing and the Open Offer
'UK Placing Shares'              11,178,206 New Ordinary Shares the subject of the UK Placing
'UKLA' or  'UK Listing Authority the Financial Services Authority acting in its capacity as the competent
'                                authority for listing in the United Kingdom under Part IV of the Financial
                                 Services and Markets Act 2000
'US Private Placement'           the conditional private placement in the US of 2,083,240 New Ordinary Shares at
                                 the Issue Price pursuant to the US Subscription Agreement as described in the
                                 Prospectus
'US Subscription Agreement'      the subscription agreement dated 2 February 2005 pursuant to which certain
                                 institutional investors in the US Private Placement have, subject to certain
                                 conditions, entered into binding commitments with the Company to subscribe for
                                 Private Placement Shares at the Issue Price




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