Proposed acquisition

Nutrinnovator Holdings PLC
26 May 2005


                                      EMBARGOED FOR 07:00AM THURSDAY 26 MAY 2005

                           Nutrinnovator Holdings plc
                       ('Nutrinnovator' or 'the Company')

              Proposed acquisition of Provexis Limited ('Provexis')           
                        Proposed Capital Reorganisation      
Proposed Placing of 67,424,000 new Ordinary Shares of 1p each at 5.6p per share     
                  Proposed conversion of £2,090,333.34 of Loan
                  Proposed change of name to Provexis plc an
                 Application for re-admission to trading on AIM
                                        
                                            
*    Nutrinnovator today announces it has reached agreement with Provexis'
     shareholders to acquire, subject to shareholders' approval, the whole of 
     the issued share capital of Provexis for a consideration of 111,658,555 
     Ordinary Shares at the Placing Price of 5.6 pence per share (this reflects 
     the proposed new capital reorganisation so that every 1 Ordinary Share of 
     2 pence will be sub-divided into 2 Ordinary Shares of 1 penny each), 
     valuing Provexis at approximately £6.3m.  The Company has received 
     undertakings from shareholders holding approximately 76% of its current 
     issued ordinary share capital that they will vote in favour of the 
     acquisition and proposals relating to it at the forthcoming EGM to be held 
     on 20 June 2005.

*    Provexis is a nutraceutical company, founded in 1999, which develops
     scientifically-proven, proprietary, functional foods, supplements and 
     medical foods. Functional foods are foods which are consumed for the 
     maintenance of health and have the potential to carry health claims to this 
     effect.

*    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. The Company is in discussions with major
     high-street retailers and multiple grocers to secure distribution channels 
     for Sirco and it aims to launch it in two major UK retailers in the final 
     quarter of 2005.

*    It is intended to seek to develop revenues from licensing the CardioFlow
     technology to international brand owners.

*    In order to provide working capital for the Enlarged Group, in which
     existing Provexis shareholders will have a majority interest on Admission, 
     the Company proposes to effect a Capital Reorganisation, a Placing to raise
     approximately £3.8m (before expenses) and a conversion of approximately 
     £2.1m of loans.

*    On Completion, Dawson Buck will become Non-Executive Chairman and Dr
     Neville Bain, Non-Executive Deputy Chairman.  Dr Stephen Franklin will 
     become Chief Executive and Stephen Moon, Commercial Director.

*    Doug Gardner, Finance Director has stepped down from the Board.  Fiona
     Vigar, Marketing Director has resigned from the Board but will remain with 
     the Enlarged Group and Thornton Mustard, Non-Executive Director has 
     resigned from the Board, but will continue as a consultant to the Enlarged 
     Group.

*    Notice has been given of an EGM to approve the Proposals, including the
     change of name of the Company to Provexis plc, to be held at 10.00am on 
     20 June 2005.

*    Admission of the Ordinary Shares, including the New Ordinary Shares, is
     expected to take place on Thursday 23 June 2005, and dealings are expected 
     to commence in the Enlarged Share Capital on AIM with effect from 8.00am on 
     that date.

Stephen Moon, Managing Director of Nutrinnovator, commented: 'We are excited to
announce this deal.  In addition to CardioFlow our combined technology pipeline
is very promising. The Enlarged Group's business model, fuelled by a strong
innovation pipeline, will develop a revenue stream based on both direct sales of
Sirco and licensing revenues from our functional food technologies.  We would
also like to thank Doug Gardner for his contribution to the development of the
Company and wish him every success in the future.'

Dr Stephen Franklin, Chief Executive Officer of Provexis, added:  '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'.

The above summary should be read in conjunction with the full text of this
announcement set out below.

For further information please contact:

Nutrinnovator Holdings plc
Stephen Moon, Managing Director                         020 8392 6637

Provexis Limited
Dr Stephen Franklin, CEO                                0151 795 4200

Oriel Securities Limited
Andrew Edwards                                          020 7710 7600

Arbuthnot Securities Limited
Tom Griffiths                                           020 7012 2000

Bell Pottinger Corporate and Financial
Ann-Marie Wilkinson/Emma Kent                           020 7861 3232

This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, shares in any jurisdiction in which such offer or solicitation
is unlawful and, in particular, is not for distribution into the United States,
Canada, Australia, the Republic of Ireland or Japan. Neither the Existing
Ordinary Shares nor the Ordinary Shares have been, nor will they be registered
under the United States Securities Act of 1933, as amended, or under the
applicable securities laws of any state of the United States, Canada, Australia,
the Republic of Ireland or Japan. Accordingly, subject to certain exceptions,
neither the Existing Ordinary Shares nor the Ordinary Shares may, directly or
indirectly, be offered or sold within the United States, Canada, Australia, the
Republic of Ireland or Japan or to or for the account or benefit of any
national, resident or citizen of the United States, Canada, Australia, the
Republic of Ireland or Japan. The distribution of the Prospectus in other
jurisdictions may be restricted by law and therefore persons into whose
possession the Prospectus comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities law of any such jurisdictions.

Oriel Securities Limited, which is regulated by the Financial Services
Authority, is acting as Nominated Adviser and Broker to Nutrinnovator up to
Admission and for no-one else and will not be responsible to any person other
than Nutrinnovator for providing the protections afforded to customers of Oriel
Securities Limited nor for advising any other person on the contents of this
announcement or any transaction or arrangement referred to herein. The
responsibilities of Oriel Securities Limited as Nutrinnovator's Nominated
Adviser and Broker under the AIM Rules are owed solely to the London Stock
Exchange. Oriel Securities Limited is not making any representation or warranty,
express or implied, as to the contents of this announcement (without limiting
the statutory rights of any person to whom this announcement is issued).
Arbuthnot Securities Limited, which is regulated by the Financial Services
Authority, is acting as Nominated Adviser and Broker to the Company on Admission
and no-one else and will not be responsible to any person other than the Company
for providing the protections afforded to customers of Arbuthnot Securities
Limited or for advising any other person on the contents of this announcement or
any transaction or arrangement referred to herein. The responsibilities of
Arbuthnot Securities Limited as the Company's Nominated Adviser and Broker on
Admission under the AIM Rules are owed solely to the London Stock Exchange.
Arbuthnot Securities Limited is not making any representation or warranty,
express or implied, as to the contents of this announcement (without limiting
the statutory rights of any person to whom this announcement is issued).


                    Proposed acquisition of Provexis Limited
                        Proposed Capital Reorganisation
Proposed Placing of 67,424,000 new Ordinary Shares of 1p each at 5.6p per share,
                 Proposed conversion of £2,090,333.34 of Loans
                  Proposed change of name to Provexis plc and
                 Application for re-admission to trading on AIM


1. Introduction

Following the suspension of trading in the Existing Ordinary Shares on AIM on 18
February 2005, the Company announces today that it has entered into a
conditional agreement with Provexis' shareholders to acquire the whole of the
issued share capital of Provexis for a consideration of 111,658,555 Ordinary
Shares. The Consideration Shares will be issued at 5.6 pence per share, valuing
Provexis at approximately £6.3 million. Provexis is a nutraceutical company that
develops scientifically-proven, proprietary, functional foods, supplements and
medical foods.

In order to raise additional working capital for the Enlarged Group, the Company
has announced that it proposes to raise approximately £3.8 million before
expenses pursuant to the Placing through the issue of 67,424,000 new Ordinary
Shares at 5.6 pence per share. In addition, the Company is proposing to issue
37,327,381 new Ordinary Shares at 5.6 pence per share in satisfaction of the
Loans. Following completion of the Proposals, the Vendors will hold 150,772,079
Ordinary Shares, which will represent approximately 60.4 per cent. of the
Enlarged Share Capital. In view of its size, the Acquisition will constitute a
reverse takeover of Nutrinnovator under the AIM Rules and therefore requires the
approval of Shareholders at an Extraordinary General Meeting of the Company.
Additionally, because the Concert Party will own more than 30 per cent. of the
Enlarged Share Capital, the Company is seeking a waiver under Rule 9 of the City
Code, which would otherwise require the Concert Party to offer to acquire those
Ordinary Shares that it does not own.  A resolution seeking the approval of
Shareholders for such a Waiver is therefore included in the notice of
Extraordinary General Meeting as set out in the Prospectus.

The Acquisition, Placing and the conversion of the Loans are conditional, inter
alia, upon the passing of the Resolutions to be proposed at the Extraordinary
General Meeting, and upon Admission.

2. Background to and reasons for the Acquisition

Nutrinnovator Limited was incorporated in May 2002, and its business was
developed from February 2003 onwards. Early stage work involved working with
nutritionists and product and process technologies to develop a food bar product
(to compete in the cereal bar market) which was intended to be nutritionally
superior to competing products, whilst offering a superior taste. Second stage
work involved palatability development and research, using the services of
Thornton Mustard, a taste and aroma specialist, and developing a brand and
design strategy. Sourcing and negotiating a manufacturing agreement moved in
parallel with this process. A product was ready for market launch in September
2003 and some limited distribution was achieved. At the beginning of 2004, a
marketing strategy was put into action with the intention of building consumer
awareness. Products are currently sold under the brand, Altu, in several
nationally-recognised retail chains. The products also have a presence in the
wholesale and independent retail channels.  Nutrinnovator has obtained trade
mark registration for the Altu brand name in the UK.

In June 2004 Nutrinnovator was admitted to AIM and carried out a placing of
3,235,849 Existing Ordinary Shares at a price of 53p per share, raising
approximately £1.7 million, before expenses, which has provided working capital
for Nutrinnovator to continue to develop and market its products. On 22
September 2004, it was announced that Provexis had agreed a joint venture with
Nutrinnovator to develop Sirco, a new 'heart-healthy' drink. The drink is a
juice drink containing a patented natural fruit extract which has been proven in
human trials to inhibit blood platelet aggregation and thereby benefit the
circulation - working within a rapid timeframe i.e. up to three hours. It was
initially anticipated that the joint venture would be 55 per cent. owned by
Provexis and product development would be funded by Nutrinnovator's cash
resources.

The Directors believe that the acquisition of Provexis and Admission of the
Enlarged Share Capital to trading on AIM will enhance the Company's activities.
The two businesses are complementary and significant synergies can be achieved
by merging the operations of the two companies. The Enlarged Group will have a
pipeline of potential products and the Acquisition will allow the Enlarged Group
to combine Provexis' technology with the Group's marketing and sales capability
which the Directors and Proposed Directors believe will enhance the ability to
develop and launch brands in a relatively short timeframe whilst continuing to
implement a licensing strategy. The primary focus for the Enlarged Group will be
the development of Sirco and the Board will conduct a review of the Altu brand
following Admission.

These products will address the functional food market, which has shown growth
in the UK from £134 million of sales in 1998 to £835 million of sales in 2003.
The market is forecast to grow to £1.7 billion of sales by 2007. By 2010, the US
market for functional food is forecast to double from 2003 levels to $34 billion
of sales.

3. Information on Provexis and its business

Provexis was founded in 1999 by Progeny BioVentures Ltd, the life science
subsidiary of ANGLE plc, a consultancy and venture creation company whose shares
are traded on AIM. In January 2000, Progeny BioVentures Ltd, Rowett Research
Services Ltd (the commercial arm of the Rowett Research Institute) and Provexis
entered into an agreement for Provexis to source and develop patented bioactive
products derived from food for application in the medical food and functional
food markets.

Functional foods are foods which are consumed for the maintenance of health and
have the potential to carry health claims to this effect. Medical foods are a
separately regulated category of products in the US and Europe, based on food
but used under the supervision of a physician.

From foundation until 2002, ANGLE provided Provexis with management,
administrative support and funding. In September 2002, Dr. Stephen Franklin
joined Provexis as Chief Executive and Provexis secured its first external
venture capital (other than from ANGLE) from the Rising Stars Growth Fund
(managed by Enterprise Ventures Limited) and management. From 2003, ANGLE has
continued to provide administrative, accounting and financial support services
to management. In October 2003, the company entered into a technology option
agreement and a research and development collaboration with the University of
Liverpool. In 2004, Provexis secured additional venture capital investment from
ANGLE, the North West Equity Fund, the Rising Stars Growth Fund, Rowett Research
Services Ltd and management.

Provexis' approach is to prove the efficacy of its products in human trials. The
Directors and Proposed Directors believe this approach supports the development
of higher value products, with the potential for stronger patent positions,
capable of being marketed with substantive health claims.

Provexis has three products in development and an on-going 'right of first view'
agreement with Rowett Research Services Ltd.

The lead technology, CardioFlow, is a patented natural extract from tomato which
has been shown in human trials to reduce the propensity for aberrant blood
clotting, typically associated with CVD, which can lead to heart attack and
stroke. The first patent application for CardioFlow was filed in the UK in 1998,
followed by Europe, the USA, Japan, Canada, Mexico and Australia in 1999. The
patent was granted in Europe in July 2003 and subsequently granted in Australia.
The USA patent application successfully obtained its Notice of Allowance in
March 2005 and the Directors and Proposed Directors anticipate that grants in
Japan, Mexico and Canada will follow in due course over the next twenty-four
months.

The market for heart healthy foods worldwide was forecast to reach US$4.6
billion of sales by 2005. Whilst there are food products for the management of
cholesterol, the Directors and the Proposed Directors are currently unaware of
any food product in the UK *market that bears the on-label claim 'helps to
maintain a healthy heart and benefits circulation' and the first product in
development is a fruit juice based drink incorporating CardioFlow technology
which will carry this on-label claim.

Another product in development is a medical food product for the dietary
management of Inflammatory Bowel Disease ('IBD'), specifically Crohn's Disease,
using an extract of plantain. Provexis has entered into a collaboration
agreement with the University of Liverpool to commercialise their technology in
this field which is the subject of a patent application filed in 2004.

A further product in planning is a pill variant of CardioFlow for application
as:

*  a dietary supplement for 'healthy' people who wish to gain the
   cardiovascular benefit of the technology; and/or

*  a medicinal product for 'at risk' patients who are pro-thrombotic.


4. The Enlarged Group's product development

CardioFlow
In recent years, several studies have suggested a link between tomato
consumption and the lower incidence of CVD in Mediterranean countries. Professor
Asim Dutta-Roy of the Rowett Research Institute suggested that naturally
occurring antiplatelet compounds in ripe tomato fruit could contribute to this
effect. His discovery in 1998 formed the basis of a patent application prior to
any subsequent third party validation. This intellectual property, which is now
owned by Provexis, has been used in the development of a proprietary product
called CardioFlow.

CardioFlow is an extract of tomato, produced industrially to
laboratory-determined specifications. It contains a range of tomato-derived
components that inhibit platelet aggregation, a key part of the blood-clotting
process. Blood platelets play an essential physiological role in detecting and
initiating repair to damaged blood-vessel walls. However, it has also been
established that this function can help turn an unstable or ruptured atherogenic
plaque into a life-threatening arterial blockage, which can cause heart attacks
and stroke.

The active components in CardioFlow help to maintain platelets in an inactivated
state, reducing the potential for platelet aggregation, which is desirable for
good cardiovascular health.

For patients with CVD, therapy with antiplatelet drugs has been shown to
decrease the incidence of primary and secondary coronary events. However, for
both patients and 'healthy' individuals, dietary control is being increasingly
emphasised as crucial to heart health. The Directors and the Proposed Directors
believe that opportunities for a natural, food-based product (positioned within
the mainstream food market) with antiplatelet benefits are significant.

The amount of tomatoes consumed in the normal UK diet is often too low to fully
realise the cardiovascular benefits of the fruit. CardioFlow, however, provides
an appropriate level of tomato extract in a form that can be added to a range of
(specifically non-tomato-based) food products. CardioFlow is a functional food
ingredient targeted at the 'heart healthy' food market. The Directors and
Proposed Directors also believe that in the future it may prove to be an
effective and natural replacement or augmentation for existing drug therapy, and
are planning a pill or tablet format.

To date, CardioFlow has been administered as a functional food to over 220
healthy human volunteers in four separate human trials. These trials have shown
that:
     
*    the compounds responsible for CardioFlow's in vitro bioactivity are also
     efficacious in vivo. A rapid reduction in platelet responsiveness to 
     important aggregation mediators, adenosine, diphosphate and collagen is 
     observed when CardioFlow is taken orally, compared to control;

*    CardioFlow is well tolerated, with no reported adverse side affects. No
     effects on the coagulation process have been observed, suggesting that      
     normal blood clotting on injury is not likely to be affected by CardioFlow
     supplementation. CardioFlow has been the subject of an independent 
     professional risk assessment conducted by Toxicology Advisory Consultant 
     Services, a strategic partner of the British Industrial Biological Research 
     Association (BIBRA), which has deemed the ingredient safe. In addition, in 
     2003 CardioFlow gained regulatory clearance from the UK Food Standards 
     Agency, which has deemed the ingredient to be non-novel (i.e. not subject 
     to the EU Novel Foods Regulations);

*    CardioFlow shows efficacy in reducing the level of platelet aggregation in
     'healthy' human subjects within three hours of ingestion;

*    the magnitude of the antiplatelet effect varies from person to person and
     male individuals show a significantly greater response to CardioFlow than
     females;

*    individuals may be classified as either low or high responders to the
     bioactive compounds in CardioFlow. Results suggest that the most responsive
     individuals, i.e. those showing the largest reductions in platelet 
     aggregation response after consuming CardioFlow, may be those with 
     significantly higher levels of some markers of increased CVD risk. In these 
     individuals, the reduction in platelet aggregation observed can be greater 
     than 70 per cent.;

*    as expected from its broad range of in vitro activities, CardioFlow
     exhibits more than one mode of action in vivo. The Directors and the 
     Proposed Directors believe that, as a result, CardioFlow's bioactive 
     components can alter platelet function in up to approximately 97 per cent. 
     of individuals tested. This compares favourably with aspirin, which has one 
     mode of action only, and is thought to be effective in approximately 70 
     per cent. of individuals; and

*    the benefits for CardioFlow continue for up to 18 hours after ingestion.
     Trials have indicated that the antiplatelet effect of CardioFlow is 
     typically at a maximum between three and six hours after ingestion and that 
     platelet function has returned to normal levels after approximately 
     18 hours.

CardioFlow has also successfully completed stability tests under a range of
conditions intended to accommodate several types of food vehicle. It has been
formulated to minimise its colour, flavour and aroma and is therefore suitable
for incorporation into a wide range of foods.

The first commercially available product containing CardioFlow technology will
be a fruit juice drink called Sirco. The beverage is planned to be on the
shelves of two major UK retailers by the last quarter of this year.

Sirco is proposed to be made available as a one litre carton and will be
initially available in two flavours, blueberry & apple and orange. Both these
flavour variants have been developed by Thornton Mustard, formerly a
non-executive director of the Company, who has worked on global brands for a
number of companies including Coca Cola, Proctor & Gamble, Red Bull, Diageo and
GlaxoSmithKline.

The drink will carry the claim that it 'helps to maintain a healthy heart and
benefits circulation'. So  far as the Directors and the Proposed Directors are
aware, this is the first known beverage to carry this claim and so far as the
Directors and Proposed Directors are aware, is the first to offer a heart-health
benefit that works with your body on the very day you drink it.

In addition to direct sales from the Sirco juice drink, the Directors and
Proposed Directors believe that the possible licensing of the CardioFlow
technology to international brand owners may provide an additional revenue
stream. The Enlarged Group intends to license the technology under a proposed
new brand, FruitFlow.

Plantain extract for the dietary management of Crohn's Disease

Ulcerative colitis and Crohn's disease are disorders of the digestive tract,
known as inflammatory bowel disease (IBD). The inflammation is chronic, yet
spontaneously relapsing. Evidence suggests that an abnormal reaction to
endogenous intestinal bacteria may cause the condition. Provexis, in
collaboration with the University of Liverpool, has demonstrated that a soluble
fibre formulation (specifically, a non-starch polysaccharide extract) extracted
from plantain reduces the attachment of bacteria to bowel epithelial cells in
vitro.

The idea that an extract from plantain could be linked to the management of IBD
is given further credence by epidemiological evidence, which suggests that in
continents where plantain is a staple ingredient (used to make flour, etc), the
incidence of the condition is relatively low.

Provexis is currently developing a novel, medical food for the treatment and
management of IBD which is targeting maintenance of remission for patients with
Crohn's Disease. The medical food product is currently expected to go into a
human trial by the end of 2005.

Current treatment of IBD generally involves the use of antidiarrhoeal agents,
antispasmodic agents, aminosalicylates, corticosteroids, immunosuppressants and
antibiotics. In the UK such treatments are prescription-only medicines,
relatively expensive, aggressive and can have side effects.

Near-term pipeline opportunities

The Company is currently negotiating heads of agreement in relation to a licence
of a functional food technology developed by a UK based institute which it is
hoped will lead to a three-year research and development programme for a novel
product which is expected to show risk reduction in a number of cancers. These
discussions may or may not lead to legally binding agreements.

The Company has a three year agreement with Plant Biosciences Limited ('PBL'),
the technology transfer business of the John Innes Centre. PBL will access their
global network of 35 academic and research institutes to seek further functional
food technologies for the Company.

5. Manufacturing

The Enlarged Group intends to outsource the manufacture of the CardioFlow
ingredient to a plant facility at Fermoy, in County Cork, Ireland. The Enlarged
Group will retain control of the raw-material supply chain (to ensure
appropriate quality) and quality control procedures. The capacity planning
suggests that if sales targets are achieved, this facility will be able to meet
the Company's requirements for at least the first 24 months.

Gerber Foods Limited ('GFL'), the UK's largest manufacturer of juice and juice
drinks, manufactured the pilot samples for Sirco and the Company is in
negotiations with GFL to manufacture Sirco in the UK. Subject to a satisfactory
conclusion of negotiations with GFL this arrangement will allow the Enlarged
Group to benefit from significant scale in fruit-juice purchasing and
manufacturing costs which the Directors and the Proposed Directors believe will
enhance gross margins.

6. Intellectual Property

CardioFlow

The first patent application for the CardioFlow antiplatelet product was filed
in the UK in 1998, followed by subsequent patent applications in Europe, the
USA, Japan, Canada, Mexico and Australia in 1999. The patent was granted in
Europe in July 2003 and subsequently granted in Australia. The USA patent
application successfully obtained its Notice of Allowance in March 2005 and the
Directors and Proposed Directors anticipate that grants in Japan, Mexico and
Canada will follow in due course over the next twenty-four months.

In addition to the core parent patent, an additional patent application has been
filed in Europe to protect aspects of CardioFlow's formulation, particularly
with regard to dry powders and pills, which will have particular relevance for
the development of the medical food product.

Similarly, a new and more recent application has been made with regard to
CardioFlow's newly discovered potential therapeutic use.

Plantain extract for the dietary management of Crohn's Disease
The plantain extract technology is also protected by patent application and is
currently owned by the University of Liverpool. Provexis has an option to
acquire rights to the patent application and other intellectual property rights
relating to technology for the treatment of inflammatory bowel disease. These
rights will be held in a subsidiary held 75 per cent. by Provexis and 25 per
cent. by the University of Liverpool. The patent application has been the
subject of an international search report and an international preliminary
report on patentability, both of which are encouraging with regard to the
likelihood of the patent being granted.

7. Sales and Marketing

Sirco

The Enlarged Group's proposed investment in marketing in respect of the Sirco
brand will have two major platforms: national press and outdoor advertising, to
raise awareness of the brand and its novel claims; and medical marketing, to
influence directly opinion leaders and medical professionals.

At the retailer level, the Enlarged Group intends to invest in activities such
as point-of-sale shopper education, loyalty-card promotion and in-store
sampling. The Company is in discussions with a number of major high-street
retailers and multiple grocers for the sales of Sirco and the aim is to launch
in two major UK retailers in the final quarter of 2005.

Planned overall investment levels are designed to ensure that the Sirco brand
will be focussed on the consumer and the trade customer, with approximately £2.2
million planned to be invested in marketing in the UK over the first two years.
This compares with the total advertising investment in the UK by Tropicana of
approximately £1.4 million in 2003 and the estimated £0.9 million invested in UK
advertising by Ocean Spray in 2003.

The Enlarged Group plans to build its own sales operation, comprising two people
with healthcare sales experience to work with key retail customers to educate
the consumer at store level and establish the Sirco brand.

Altu food bar

Altu was launched in 2003 and the brand is distributed nationally. Sainsburys,
Waitrose, Boots, Holland & Barrett, GNC and Julian Graves form the core of
Altu's multiple-grocer and high-street outlets, while the recent addition of
Palmer & Harvey's delivered wholesale business has given the brand access to the
convenience store sector.

The product continues to receive support from existing customers and consumers.
The Company intends to support current distribution via in-store promotions and
sampling. A new multipack format was launched in Waitrose during March 2005.

The primary focus for the Enlarged Group will be the development of Sirco and
the Board will conduct a review of the Altu brand following Admission.

8. Financial information on the Group

The Group had net assets as at 31 December 2004 of £0.6 million. A summary of
the trading results for the Group, as extracted from the accountants' report set
out in Part III of the Prospectus, is set out below.


                          Period ended        Period ended        Period ended
                                31 May            31 March         31 December
                                  2003                2004                2004
                                 £'000               £'000               £'000
Turnover                             -                  75                 231
Gross Profit                         -                  23                  76
Operating Loss                     (81)               (860)             (1,744)
Loss before taxation               (81)               (856)             (1,729)

9. Financial information on Provexis

Provexis had net assets as at 31 December 2004 of £0.1 million. A summary of the
trading results for Provexis, as extracted from the accountants' report set out
in Part IV of the Prospectus, is set out below.

                                                                      8 month
                                                                       Period
                                                                        ended
                                      Year Ended 30 April         31 December
                                    2002     2003     2004               2004
                                   £'000    £'000    £'000              £'000
Turnover                               1        -        -                  -
Other Operating income                 -        -       22                 23
Operating Loss                      (129)    (387)    (569)              (327)
Loss before taxation                (129)    (386)    (566)              (394)


10. Current trading and prospects of the Enlarged Group

Nutrinnovator's current trading has been slower than originally expected,
however the Altu product continues to receive support from existing customers
and consumers. A new multipack format was launched in Waitrose in March 2005.

Provexis has yet to make any sales but the Company is in discussions with a
number of major high-street retailers and multiple grocers for the sales of
Sirco and the aim is to launch in two major UK retailers in the final quarter of
2005.

The two businesses are complementary and the Directors and Proposed Directors
believe that significant synergies can be achieved by merging the operations of
the two companies. Both companies have a pipeline of potential products and the
Directors and Proposed Directors believe that the acquisition of Provexis and
Admission of the Ordinary Shares to trading on AIM will enhance the Group's
activities and profile. The Acquisition will allow the Enlarged Group to combine
Provexis' technology with the Group's marketing and sales capability which the
Directors and the Proposed Directors believe will enhance the ability to develop
and launch brands in a relatively short timeframe whilst continuing to implement
a licensing strategy. The primary focus for the Enlarged Group will be the
development of Sirco and the Board will conduct a review of the Altu brand
following Admission.

11. Terms of the Acquisition

Under the terms of the Acquisition Agreement, the Company has conditionally
agreed to acquire Provexis in consideration for the allotment and issue of the
Consideration Shares to the Vendors on completion of the Acquisition. In
addition, the Company has conditionally agreed to issue 18,184,524 new Ordinary
Shares in satisfaction of the Vendor Loans and 12,000,000 New Ordinary Shares in
satisfaction of the New Loans. The Consideration Shares will represent 44.73 per
cent. of the Enlarged Share Capital of the Company on Admission. The new
Ordinary Shares issued pursuant to the conversion of the Vendor Loans and the
New Loans will represent 12.09 per cent. of the Enlarged Share Capital of the
Company on Admission. The Acquisition Agreement is conditional, inter alia, upon
the approval of the Resolutions by Shareholders and completion of the Placing
and Admission.

12. Use of Funds

The proceeds of the Placing and the New Loans net of the total anticipated costs
and expenses of the Placing and Admission, will be approximately £3.6 million
which will be applied principally as follows:
          
*    the launch and marketing of Sirco in the UK and to secure an international
     licensing deal for the CardioFlow technology in a beverage format;

*    to continue to develop the medical food for the dietary management of
     inflammatory bowel disease, specifically Crohn's disease;

*    to continue to develop the near-term product pipeline (subject to
     satisfactory conclusion of negotiations with development partners); and

*    to fund working capital.

13. The City Code on Takeovers and Mergers

Following Completion of the Proposals, the Vendors will between them hold in
excess of 50 per cent. of the Enlarged Share Capital of the Company and for so
long as they continue to be treated as acting in concert, may accordingly
increase their aggregate shareholding without incurring any further obligation
under Rule 9 of the City Code to make a general offer for the Company. The Panel
should be consulted, however, before any individual member of the Concert Party
increases his holding to 30 per cent. or more or, if such holding is already not
less than 30 per cent. (but not more than 50 per cent.), before any increase of
such holding.

14. Directors, Senior Management and the Scientific Advisory Board of the
Enlarged Group

The Board of the Enlarged Group will initially comprise two executive Directors
and two non-executive Directors.

Directors

On Completion, the Proposed Directors will be appointed to the Board.
Biographical details of the Directors and the Proposed Directors and their
positions on the Board on Completion are as follows:

Dawson Buck, Non-Executive Chairman, Age 58.  Dawson has over twenty years'
experience within the UK, US and international electronic security, property,
retail and IT industries, holding management, director and officer positions
during that time.  He joined ANGLE Technology Limited in 2000 and is a director
of ANGLE plc.

Dr Neville Bain, Non-Executive Deputy Chairman, Age 64. Neville is currently
Chairman of Hogg Robinson plc, non-executive director of Scottish & Newcastle
plc and a member of the Council of the Institute of Directors and Chairman of
their Audit Committee.

Dr Stephen Franklin, Chief Executive, Age 37.  Stephen has been Chief Executive
of Provexis since September 2002.  Prior to this, Stephen was a Principal
Executive with ANGLE plc and was the primary architect of Protengy, ANGLE's new
company creation process

Stephen Moon, Commercial Director, Age 48.  Stephen has had a career in
manufacturing and supply chain roles with BP, Dalgety and Quaker.  He joined
Nutrinnovator in February 2003.

The Company does not currently have a Finance Director but the Board will keep
this under review and will seek to appoint a part-time Finance Director when
appropriate.

Senior Management

The senior management team comprises:  Fiona Vigar, Director of Marketing; Ian
Houghton, Director of Sales; Benedict Hopkins, Director of Operations and
Financial Controller; and Niamh O'Kennedy, Principal Scientist.

Scientific Advisory Board

The Scientific Advisory Board comprises:

Professor Asim Dutta-Roy.  Asim discovered the anti-aggregatory effect of the
tomato extract whilst undertaking research at the Rowett Institute.  He is
Chairman of the Provexis Scientific Advisory Board and currently Professor of
Nutrition at the Institute for Nutrition Research, University of Oslo.

Professor David Richardson.  David advises Provexis in the field of health
claims and functional food regulation. David was formerly Group Chief Scientist
with Nestle UK Ltd., and is currently Visiting Professor at the University of
Newcastle upon Tyne and University of Reading.

Professor David Webb.  David is the Christison Professor of Therapeutics &
Clinical Pharmacology in the College of Medicine & Veterinary Medicine of the
University of Edinburgh.  David is also Leader of the University's Centre for
Cardiovascular Science.

Professor Iain Broom.  Iain is a research Professor in Clinical Biochemistry and
Metabolic Medicine at Robert Gordon University in Aberdeen.

15. Dividend policy

The Directors and the Proposed Directors currently intend to apply the Enlarged
Group's cash resources to invest in the growth of its operations and therefore
do not anticipate paying dividends in the near future. They will reconsider the
Company's dividend policy as and when the Company is in a position to pay
dividends. The declaration and payment by the Company of any dividends will
depend on the results of the Enlarged Group's operations, its financial
condition, cash requirements, future prospects, profits available for
distribution and other factors deemed to be relevant at the time.

16. Change of Company name

In view of the size and nature of the Acquisition, it is proposed that, on
Admission, the name of the Company be changed to Provexis plc.

17. Capital Reorganisation

Conditional upon and with effect from Admission, the Company proposes to
reorganise its ordinary shares of 2p each so that every 1 ordinary share of 2
pence each will be sub-divided into 2 Ordinary Shares of 1 penny each.  No
fractional entitlements will arise on the sub-division.

As a result of the sub-division the 16,609,194 Existing Ordinary Shares in issue
at the date of this announcement will be replaced with 33,218,388 Ordinary
Shares.

18. Change of Provexis' financial year end

Provexis has an accounting reference date of 30 April, whereas the Company has a
financial year end of 31 March. The Directors and the Proposed Directors believe
that the Enlarged Group's financial year end should coincide with that of
Nutrinnovator. Consequently, the Enlarged Group will report its first audited
results for the year ending 31 March 2006.

19. Change of Nominated Adviser and Broker

The Company also announced today that Oriel Securities Limited will resign as
the Company's nominated adviser and broker with effect from Admission. In their
place, the Company will appoint Arbuthnot Securities Limited as its nominated
adviser and broker from Admission.

20. Details of the Placing

The Company is proposing to raise approximately £3.8 million (before expenses)
through a conditional placing by Arbuthnot of 67,424,000 new Ordinary Shares at
5.6 pence per share.

The Placing Shares will represent approximately 27.01 per cent. of the Enlarged
Share Capital of the Company following Admission. On Admission, it is expected
that the Company will have a market capitalisation at the Placing Price of
approximately £14.0 million.

Arbuthnot has agreed to subscribe approximately £260,000 as part of the Placing.

Under the Placing Agreement, Arbuthnot has agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the Placing Price
and has conditionally placed all of these shares at the Placing Price with
institutional and certain other investors.

The obligations of Arbuthnot under the Placing Agreement are conditional upon,
inter alia, Admission taking place by 8.00 a.m. on 23 June 2005 (or such later
date, being not later than 8.00 a.m. on 7 July 2005, as the Company and
Arbuthnot shall agree).

The Placing Agreement contains provisions entitling Arbuthnot to terminate the
Placing Agreement at any time prior to Admission in certain circumstances. If
this right is exercised, the Placing will lapse and the Acquisition will not
take place. The Placing has not been underwritten by Arbuthnot.

The Company has applied to the Inland Revenue for provisional clearance that the
Placing Shares placed with VCTs will constitute a qualifying holding for such
VCT purposes and the Placing Shares will be eligible shares for EIS purposes.

The Placing Shares will, on Admission, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and other
distributions thereafter declared, made or paid in respect of the ordinary share
capital of the Company.

21. Conversion of Loans

The Company is proposing to issue 18,184,524 new Ordinary Shares at the Placing
Price per share in satisfaction of the Vendor Loans and 12,000,000 new Ordinary
Shares at the Placing Price per share in satisfaction of the New Loans, pursuant
to the terms of the Acquisition Agreement and 7,142,857 new Ordinary Shares at
the Placing Price per share in satisfaction of the Nutrinnovator Loans.

22. Lock-in Arrangements

Under the terms of the Placing Agreement, the Directors and the Proposed
Directors have agreed with Arbuthnot and the Company not to sell, transfer or
otherwise dispose of any interest in any Ordinary Shares held by them
immediately following Admission, other than in certain limited circumstances,
for a period of 12 months following Admission pursuant to rule 7 of the AIM
Rules.

The Directors and the Proposed Directors have also agreed that any sale or
disposal of Ordinary

Shares will be effected through Arbuthnot for such time as it remains the
Company's broker and/or nominated adviser under the AIM Rules and offers
competitive terms for such sale or disposal.

In addition, the Vendors and certain individuals have agreed with Arbuthnot and
the Company not to sell, transfer or otherwise dispose of any interest in any
Ordinary Shares held by them immediately following Admission, other than in
certain limited circumstances for a period of 12 months following Admission
pursuant to rule 7 of the AIM Rules. They have also agreed that any sale or
disposal of Ordinary Shares will be effected through Arbuthnot for such time as
it remains the Company's broker and/or nominated adviser under the AIM Rules and
offers competitive terms for such sale or disposal.

The lock-in arrangements outlined above will apply in respect of 161,541,079
Ordinary Shares representing approximately 64.7 per cent. of the Enlarged Share 
Capital.

23. Undertakings

An Irrevocable Undertaking has been received from Stephen Moon in respect of the
3,000,000 Existing Ordinary Shares held by him which, at the date of this
announcement, represents approximately 18.06 per cent. of the issued share
capital of the Company to vote in favour of the Resolutions.

Irrevocable Undertakings have also been received from certain shareholders
including Fiona Vigar in the Company in respect of the 9,660,795 Existing
Ordinary Shares in aggregate held by them which, at the date of this
announcement, represent approximately 58.17 per cent. of the issued share
capital of the Company to vote in favour of the Resolutions.

The Irrevocable Undertakings also contain certain restrictions on dealings in
shares until the conclusion of the EGM (or any adjournment thereof).

The Irrevocable Undertakings (and the dealing restrictions referred to therein)
apply save in certain limited circumstances, including in connection with a
takeover offer, the ability to accept an offer, to give irrevocable undertakings
to accept an offer and to sell to an offeror or potential offeror who has been
named in an announcement pursuant to the City Code, with the exception of the
Irrevocable Undertakings entered into by Stephen Moon and Fiona Vigar where
these limited circumstances do not apply. The Panel has deemed that Stephen Moon
and Fiona Vigar are acting in concert for the period of the Irrevocable
Undertakings until the conclusion of the EGM (or any adjournment thereof).

24. Extraordinary General Meeting

An Extraordinary General Meeting, notice of which is set out in the Prospectus,
will be held at the offices of Charles Russell LLP, 8-10 New Fetter Lane, London
EC4A 1RS at 10.00 a.m on 20 June 2005 at which the Resolutions will be proposed
to approve the Waiver, to approve the Capital Reorganisation and to approve the
Acquisition, increase the authorised share capital of the Company, authorise the
Directors to allot shares, disapply statutory pre-emption rights and change the
name of the Company and to approve the establishment of a new share option
scheme.

25. Prospectus

The Company has published a Prospectus in connection with the above proposals
which has been sent to Nutrinnovator shareholders together with a Form of Proxy
for use at the EGM.  A copy of the Prospectus is available from the Company's
registered office.

26. Restoration of shares to trading

Following the suspension of trading in the Company's shares as referred to
above, trading in the Company's shares will re-commence from 8.00am today.


EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of the Forms of
Proxy for the Extraordinary General Meeting        10.00 a.m. on 18 June 2005
Extraordinary General Meeting                      10.00 a.m. on 20 June 2005
Completion date of the Acquisition                 23 June 2005
Record date for the Capital Reorganisation         8.00 a.m. on 23 June 2005
Admission of the Ordinary Shares, including
the New Ordinary Shares, and dealings
commence in the Enlarged Share Capital on
AIM                                                8.00 a.m. on 23 June 2005


DEFINITIONS AND GLOSSARY

'Acquisition'                      the proposed acquisition of the entire issued 
                                   share capital of Provexis by the Company, 
                                   pursuant to the Acquisition Agreement

'Acquisition Agreement'            the conditional agreement dated 25 May 2005 
                                   between (1) the Company and (2) the Vendors
                                   pursuant to which the Company has 
                                   conditionally agreed to acquire the entire
                                   issued share capital of Provexis

'Acting in Concert'                shall bear the same meaning ascribed thereto
                                   in the City Code

'Admission'                        the admission of the issued Ordinary Shares 
                                   and the New Ordinary Shares to trading on AIM 
                                   becoming effective in accordance with the AIM 
                                   Rules

'AIM'                              the AIM Market operated by the London Stock
                                   Exchange

'AIM Rules'                        the rules of AIM governing admission to and 
                                   the operation of AIM for AIM companies and 
                                   their nominated advisers as published by the
                                   London Stock Exchange from time to time

'ANGLE'                            ANGLE plc or, where the context admits, any 
                                   of its relevant subsidiaries

'Arbuthnot'                        Arbuthnot Securities Limited

'Articles'                         the Company's articles of association

'Board'                            the Board of Directors

'Capital Reorganisation'           the proposed sub-division of the issued 
                                   ordinary shares of 2p each in the capital of 
                                   the Company at Admission and the unissued 
                                   ordinary shares of 2p each in the capital 
                                   of the Company into two Ordinary Shares

'Code' or 'City Code'              the City Code on Takeovers and Mergers 
                                   published by the Panel

'Company' or 'Nutrinnovator'       Nutrinnovator Holdings plc

'Completion'                       completion of the Acquisition

'Concert Party'                    the Vendors

'Consideration Shares'             the 111,658,555 new Ordinary Shares to be 
                                   issued to the Vendors pursuant to the 
                                   Acquisition Agreement

'CVD'                              cardiovascular disease

'Directors'                        the existing directors of the Company

'EGM' or 'Extraordinary            the extraordinary general meeting of the
General Meeting'                   Company to be held at

'Enlarged Group'                   the Group and Provexis following the 
                                   Acquisition

'Enlarged Share Capital'           the Ordinary Shares in issue immediately 
                                   following Admission as enlarged by the issue 
                                   of the New Ordinary Shares

'Existing Ordinary Shares'         the ordinary shares of 2 pence each in the 
                                   capital of the Company which will, following 
                                   the Capital Reorganisation, be each divided 
                                   into 2 Ordinary Shares
 
'Existing Shareholders'            the Shareholders immediately prior to 
                                   Admission

'Form of Proxy'                    the form of proxy for use at the 
                                   Extraordinary General Meeting

'Group'                            Nutrinnovator and its subsidiary undertakings

'Irrevocable Undertakings'         the irrevocable undertakings dated on or 
                                   around 13 May 2005 entered into by certain 
                                   Shareholders in which they have undertaken 
                                  (subject to certain limited exceptions) to 
                                   vote in favour of the Resolutions

'Loans'                            the Nutrinnovator Loans, the Vendor Loans and 
                                   the New Loans

'London Stock Exchange'            London Stock Exchange plc

'New Loans'                        certain loans made to Provexis on 25 May 2005

'New Ordinary Shares'              the Consideration Shares, the Placing Shares 
                                   and the 37,327,381 new Ordinary Shares issued 
                                   on conversion of the Loans

'New Share Option Scheme'          the Provexis 2005 Unapproved Share Option 
                                   Scheme proposed to be adopted at the EGM

'North West Equity Fund'           North West Equity Fund Limited Partnership 
                                   acting by its general partner, North West 
                                   Equity Fund Managers Limited

'Nutrinnovator Loans'              the convertible loan notes

'Ordinary Shares'                  the proposed ordinary shares of 1p each in 
                                   the capital of the Company following the 
                                   Capital Reorganisation and 'Ordinary Share' 
                                   shall be construed accordingly

'Panel'                            The Panel on Takeovers and Mergers

'Placees'                          the subscribers of Placing Shares pursuant to 
                                   the Placing

'Placing'                          the conditional placing by Arbuthnot on 
                                   behalf of the Company of the Placing Shares, 
                                   pursuant to the Placing Agreement

'Placing Agreement'                the conditional agreement dated 25 May 2005 
                                   between (1) the Company, (2) the Directors 
                                   and the Proposed Directors, (3) certain 
                                   Provexis shareholders and (4) Arbuthnot, 
                                   relating to the Placing

'Placing Price'                    5.6p per Placing Share

'Placing Shares'                   the 67,424,000 new Ordinary Shares to be 
                                   subscribed for by Placees pursuant to the 
                                   Placing

'POS Regulations'                  the Public Offers of Securities Regulations 
                                   1995, as amended

'Progeny'                          Progeny BioVentures Limited

'Proposed Directors'               the proposed directors of the Company

'Proposals'                        the proposals set out in the Prospectus 
                                   including those which require the approval of 
                                   Shareholders at the EGM including the 
                                   Acquisition, the Placing, the conversion of 
                                   the Loans and the change of name of the 
                                   Company to Provexis plc

'Prospectus'                       the Prospectus published by the Company on 25 
                                   May 2005 in connection with the Proposals

'Provexis'                         Provexis Limited
 
'Provexis Directors'               the directors of Provexis

'Provexis Shares'                  all the issued and to be issued shares in the
                                   following classes of share in Provexis: 
                                   ordinary shares of 100p each; 'A1' ordinary 
                                   shares of 100p each; deferred shares of 100p 
                                   each; and redeemable shares of 100p each

'Resolutions'                      the resolutions contained in the notice of 
                                   the EGM set out in the Prospectus

'Rule 9'                           rule 9 of the City Code

'Shareholders'                     holders of Existing Ordinary
Shares

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

'VCT'                              venture capital trust

'Vendor Loans'                     the loans summarised in sub-paragraphs 
                                   (d), (e), (h) and (i) of paragraph 12.2.1 and 
                                   paragraphs 12.2.2 and 12.2.3 of the 
                                   Prospectus

'Vendors'                         ANGLE and the shareholders of Provexis

'Waiver'                          the waiver of the obligations that would 
                                  otherwise arise under Rule 9 of the Code for 
                                  the Concert Party to make a general cash offer 
                                  for the whole of the Company's issued share 
                                  capital


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