Acquisition

Nutrinnovator Holdings PLC
18 February 2005


For Immediate Release                                      18 February 2005





                           NUTRINNOVATOR HOLDINGS PLC

                        ('Nutrinnovator' or 'the Group')



The Board of Nutrinnovator today confirms that it is currently at an advanced
stage of negotiations to acquire a complementary functional food company,
Provexis Limited.



Nutrinnovator's interim statement in November 2004 referred to the proposed
joint venture between Nutrinnovator and Provexis to commercialise the
clinically-proven and patented heart health CardioFlow functional food
technology, which Provexis has developed over the last four years, to take
advantage of the £2.2bn global market for heart healthy products. In recent
discussions, the Boards of both businesses have reached the conclusion that
their complementary capabilities present an opportunity to develop a substantial
business operating in global functional food markets. The combined strategy will
be based on scientifically-proven functional food products, underpinned by
strong intellectual property positions, and delivered to market with a proven
innovation capability.



The size of this proposed transaction is such that it will be defined as a
reverse takeover and accordingly will be subject, amongst other things, to the
approval of the Nutrinnovator shareholders.  As an integral part of this
proposed transaction there will be a fundraising to raise up to £10m for the
enlarged group. In the collective view of the Boards of Nutrinnovator and
Provexis, the required disclosure for the marketing campaign planned to achieve
the fundraising cannot be confined to a restricted group of potential investors.
As a result the Board have requested that the shares in Nutrinnovator should be
suspended and have reached agreement with AIM for this to happen with immediate
effect.



The expectation is that the proposed transaction, fundraising and associated
documentation will be agreed and announced on or around 24 March 2005. Full
details of the transaction will be disclosed to the shareholders of
Nutrinnovator in the Admission Document for the enlarged Group which will
contain the notice of EGM to be held in April 2005. Application will be made for
the shares of Nutrinnovator to be re-admitted to trading on AIM on publication
of the admission document.



The Board of Nutrinnovator regards this opportunity as a very exciting
development for the business. It will provide Nutrinnovator with the resources
with which to commercialise the product pipeline established by both companies
on a global basis, as well as combining the complementary skills of the
respective management teams. It is the view of the Board that the transaction
will provide a greater opportunity for the business to fully realise its
potential, and over the longer term the Board believes that this represents the
most viable strategy for the creation of future shareholder value.



The Nutrinnovator pipeline contains medium and long-term projects which, it is
planned, will result in the development of novel functional food products with
intellectual property positions in the areas of heart health and cancer
prevention. In addition, despite the slower than planned sales of the Altu food
bar brand, it is felt that as well as providing a near-term revenue stream, this
brand has the potential to provide a future functional food platform. The
Provexis pipeline, in addition to contributing the CardioFlow technology, also
has a medium-term commercialisation strategy for a novel product for the
treatment of Crohn's disease.



Recent trading for Altu is referred to in an earlier announcement. The proposed
Spring launch of Altu Black the lower sugar, naturally sweetened cola drink
test-marketed by the Group during recent months is to be put on hold, pending a
review following the proposed transaction.



Nutrinnovator has continued to make progress in the area of establishing
relationships to develop novel functional foods. The Group has recently agreed
in principle a joint venture with a substantial New Zealand research institute
to commercialise a heart health and cognitive development ingredient for which a
patent is in the process of being filed, and which would also give Nutrinnovator
preferential access to the development pipeline from the institute. In addition,
a further agreement in principle has been reached with a UK-based research
institute to develop a functional food technology which is expected to result in
clinically-proven and patented cancer prevention properties.



The Group will make further announcements in due course.



For further information please contact:

Nutrinnovator Holdings plc
Stephen Moon, Managing Director                               07967 564301

Buchanan Communications                                       020 7466 5000
Tim Thompson / Tom Carroll





Notes to editors:

Nutrinnovator's strategy is to develop and market food and drink products
designed to be of overall superior nutritional quality to competing products in
specific product categories, whilst retaining the taste and palatability to
appeal to the consumer. Health issues related to diet are significant in world
consumer markets. Poor diet can lead to obesity which, in turn, can cause such
health issues as diabetes, heart disease, and high cholesterol. The founders of
Nutrinnovator came together to form the business with the aim of exploiting an
opportunity in the food and drink-based wellbeing and functional food sector.
The first products of the Group, the Altu food bar range, were launched in the
market in the UK in 2004. The Group's experienced management team are constantly
looking into new ventures to exploit the opportunities in the functional food
sector. The Group successfully floated on AIM in June 2004.




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