Placing

Aortech International PLC
12 April 2001



Not for release, publication or distribution in, or into, the United States,
Australia, Canada or Japan or to US persons


                          AORTECH INTERNATIONAL PLC

FULLY UNDERWRITTEN PLACING AND OPEN OFFER OF 6,289,450 NEW ORDINARY SHARES AT
                320 PENCE PER SHARE TO RAISE £20.1 MILLION AND
                        ADMISSION TO THE OFFICIAL LIST


AorTech International plc ('AorTech' or the 'Company'), the Scottish-based
developer and manufacturer of cardiovascular devices and biomaterials, today
announces details of its proposed Placing and Open Offer and application for
its share capital to be admitted to the Official List.


Highlights


  * Fully underwritten 5 for 24 Placing and Open Offer to raise
    approximately £20.1 million before expenses at 320 pence per share. Nomura
    International is underwriter, sponsor, joint broker and financial adviser.
    Bell Lawrie White is joint broker and selling agent.


  * Proceeds to be used to fund the marketing and sale of truCOMMS, the
    further development of truCOMMS and Elast-Eon and the pre-clinical
    regulatory work and clinical trials of the synthetic tri-leaflet heart
    valve over the next two years.


  * TruCOMMS: recruitment of clinical specialists and sales personnel in
    Europe and the US; initial sales achieved.


  * Elast-Eon: first agreement to grant license with JOMED N.V.; number of
    papers accepted for presentation at the American Association for
    Biomaterials Conference.


  * Synthetic tri-leaflet heart valve: pre-regulatory tests show durability
    and meets European and US requirements for mechanical valves.


  * Move to the Official List to enhance profile.

Eddie McDaid, Chief Executive Officer, AorTech International plc, commented:


'This fundraising, which has been well supported by our existing shareholders,
removes any perceived doubts in the market place regarding the future funding
of AorTech and will allow the Group to capitalise on market opportunities.


'Prospects for the Group have never looked better - significant progress has
been made during the past year and continues to be made in the development of
its new products: truCOMMS has achieved its initial sales; we have the first
agreement to license Elast-Eon; and the tri-leaflet heart valve development
remains on schedule.


'With the opportunities that exist for the Group's new products and
technologies, this fundraising and the move to the Official List will enable
the Group to continue to develop and exploit these products and technologies
and expand into new markets. I am confident that the future prospects for
AorTech are very exciting.'

                                                                 12 April 2001
ENQUIRIES:
AorTech International plc                      Tel: [phone]
Eddie McDaid, Chief Executive Officer

Nomura International plc                       Tel: [phone]
David Porter

College Hill                                   Tel: [phone]
Michael Padley / Nicholas Nelson

FULLY UNDERWRITTEN PLACING AND OPEN OFFER OF 6,289,450 NEW ORDINARY SHARES AT
                320 PENCE PER SHARE TO RAISE £20.1 MILLION AND
                        ADMISSION TO THE OFFICIAL LIST




INTRODUCTION

AorTech International plc ('AorTech' or the 'Company'), the Scottish-based
developer and manufacturer of cardiovascular devices and biomaterials, today
announces details of its proposed Placing and Open Offer and application for
its share capital to be admitted to the Official List.


The Company is proposing to raise approximately £20.1 million (approximately £
16.9 million after fees and expenses), by the issue pursuant to the Placing
and Open Offer of 6,289,450 New Ordinary Shares at an issue price of 320 pence
per New Ordinary Share. No existing shareholders are selling any Ordinary
Shares in the Placing and Open Offer.


The Placing and the Open Offer follow the Board's decision on 7 March 2001 not
to proceed with the open offer and international offering and application for
admission to the Official List, as detailed in the circular and prospectus
issued by the Company on 12 February 2001. The Directors remain of the view
that in order for the Company to capitalise on the market opportunities for
the Company's new products and to facilitate the future profitable growth of
the business, additional funds are still required by the Company. Nomura
International has been appointed as sponsor and financial adviser in respect
of the Placing and Open Offer and the application for admission of the
Company's share capital to the Official List. Bell Lawrie White is acting as
joint broker and selling agent to the Placing.


All defined terms in this announcement are the same as in the circular and
prospectus being sent to Qualifying Shareholders today.



PLACING AND OPEN OFFER

Under the Open Offer, Qualifying Shareholders are able to apply for New
Ordinary Shares at a price of 320 pence per New Ordinary Share, pro rata to
their existing holding of Ordinary Shares, free of expenses, payable in full
on application on the basis of:

              5 New Ordinary Shares for every 24 Ordinary Shares



held by each Qualifying Shareholder at the close of business on the record
date (5 April 2001) and so in proportion for any greater number of Ordinary
Shares then held, rounded down to the nearest whole number of New Ordinary
Shares. Any fractional entitlements that would otherwise have arisen will be
aggregated and taken up under the Placing for the benefit of the Company.

A prospectus containing information about the Company and its business and
details of the Placing and Open Offer is being posted today, together with a
circular, a form of proxy and an application form (to Qualifying Shareholders
only) in relation to the Open Offer. A notice convening the Extraordinary
General Meeting to be held at 10.00 a.m on 9 May 2001 is set out at the end of
the circular. The Placing and Open Offer and the admission to the Official
List are conditional, inter alia, on the passing of certain resolutions by
shareholders at the Extraordinary General Meeting.


Application forms are personal to shareholders and may not be transferred
except to satisfy bona fide market claims. The last time for splitting
Application Forms to satisfy bona fide market claims is 3 May 2001. The latest
time for receipt of completed application forms and payment in full is 3.00
p.m. on 8 May 2001.

Application will be made to the UK Listing Authority under Chapter 20 of the
Listing Rules for the existing and New Ordinary Shares to be admitted to the
Official List and to the London Stock Exchange for such shares to be admitted
to trading on the London Stock Exchange's market for listed securities. It is
expected that Admission will become effective, and that trading in the
existing and New Ordinary Shares on the London Stock Exchange will commence,
on 10 May 2001. Until Admission, the existing Ordinary Shares will continue to
trade on the Alternative Investment Market of the London Stock Exchange. The
New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the existing Ordinary Shares.


Caricature Investments Limited (a company owned by a trust of which Gordon
Wright, Chairman of the Company, is a beneficiary) ('Caricature'), Melody
Investments Limited (a company owned by a trust of which Edward McDaid, Chief
Executive Officer of the Company, is a beneficiary) ('Melody') have agreed to
apply for part of their pre-emptive entitlements under the Open Offer, each
representing 40,000 New Ordinary Shares. 3i Group plc has undertaken to
subscribe for 312,500 New Ordinary Shares under the placing. Caricature,
Melody and 3i have also undertaken not to apply for their respective remaining
entitlements under the Open Offer.

Nomura has conditionally placed the New Ordinary Shares (other than those for
which Caricature and Melody have agreed to apply under the Open Offer, as
described above) with institutional investors at the Issue Price. Of these New
Ordinary Shares, 3,804,275 New Ordinary Shares are subject to rights of recall
to satisfy valid applications by Qualifying Shareholders under the Open Offer
and 2,405,175 New Ordinary Shares have been placed firm and will not be
subject to recall as they form the parts of the entitlements of Caricature,
Melody and 3i for which they have, in each case, undertaken not to apply as
described above. Under a placing agreement (the 'Placing Agreement'), Nomura
has conditionally agreed to subscribe as principal for all the New Ordinary
Shares to be issued (other than those for which Caricature and Melody have
agreed to apply under the Open Offer) to the extent such New Ordinary Shares
are not subscribed for by investors under the Placing or by Qualifying
Shareholders under the Open Offer.

John McKenna, Alistair Gray and Francis Madden intend to apply for all of
their entitlements under the Open Offer and David Williams intends to apply
for part of his entitlement, representing, in aggregate, 2,968 New Ordinary
Shares. The other Directors do not intend to apply for their pre-emptive
entitlements under the Open Offer.


The Placing and the Open Offer are conditional, inter alia, upon the Placing
Agreement having become unconditional and not having been terminated in
accordance with its terms. If the conditions are not fulfilled on or before
the relevant time and date specified in the Placing Agreement, application
monies are expected to be returned to applicants (at the applicant's risk),
without interest, within 14 days thereafter.


Caricature and Melody have agreed with the Company and Nomura that they will
not dispose of their Ordinary Shares for a period of 6 months from Admission,
except in certain specified circumstances or with the prior written consents
of Nomura and the Company. The Company and the Directors have agreed with
Nomura that they will not, in the case of the Company, issue any Ordinary
Shares, and in the case of the Directors, dispose of any Ordinary Shares, in
each case for a period of 6 months following Admission, except in certain
specified circumstances or with the prior written consent of Nomura.



OVERVIEW OF AORTECH'S BUSINESS

AorTech is a medical devices and biomaterials group based in Scotland with a
focus on cardiovascular treatment and monitoring. The Group has acquired and
developed innovative technologies, which it has used to develop three new
products. The Directors believe that these products will overcome some of the
shortcomings of currently available replacement heart valves, biomaterials and
cardiac output monitoring techniques, and that they will assist in the global
expansion of the Group's business.

The Group's new products comprise:


  * A SYNTHETIC TRI-LEAFLET HEART VALVE. The Group's new synthetic
    tri-leaflet heart valve represents what the Directors consider to be the
    first major advancement in the heart valve replacement market for 25
    years. The new valve, which is made of Elast-Eon, is designed to overcome
    certain of the major shortcomings of mechanical and tissue heart valves,
    has undergone extensive pre-regulatory laboratory and in vivo testing with
    excellent results, and, in the second quarter of 2001, is expected to
    enter the regulatory approval testing phase. These results have confirmed
    the Directors' belief that the new synthetic valve has the potential to
    become the first of a new generation of replacement heart valves. It will
    be a key element in the Group's strategy to become a world-leading heart
    valve company.


  * ELAST-EON BIOMATERIALS. Elast-Eon is a family of implantable
    biomaterials, which has demonstrated combined levels of biostability,
    biocompatibility and flexibility unmatched by any other synthetic
    biomaterials that are currently commercially available on the market of
    which the Company is aware. The Directors expect that with such features
    and the ability to perform well in AorTech's synthetic tri-leaflet heart
    valve (being one of the most demanding applications for the use of a
    biomaterial in the human body), Elast-Eon will have a large range of other
    potential uses in the implantable medical devices sector. AorTech intends
    to explore fully the revenue earning opportunities that it believes
    Elast-Eon will bring to the Group, by expanding the Group's own product
    range as well as by licensing and supplying the material to other medical
    device companies. AorTech has entered into evaluation agreements with a
    significant number of major medical device companies to evaluate the use
    of Elast-Eon materials in existing and new products. Following an
    evaluation agreement with JOMED NV, a European cardiovascular devices
    company, AorTech entered into an agreement with JOMED on 30 January 2001
    to grant a licence to supply Elast-Eon for use in stents. The Directors
    believe that Elast-Eon, with its combination of characteristics, could
    become the synthetic biomaterial of choice for manufacturers and
    developers of implantable medical devices.


  * TRUCCOMS, A REAL-TIME CONTINUOUS CARDIAC OUTPUT MONITORING SYSTEM. The
    Directors believe that the truCCOMS method of cardiac output monitoring is
    superior to conventional methods in respect of its responsiveness and ease
    of use. TruCCOMS enables cardiac output to be measured continuously and
    provides virtually immediate real-time data. TruCCOMS has received
    European and US regulatory approval and achieved its first sales in
    January 2001. The Directors expect that the demand for the system,
    together with further applications of its technology, will be an important
    factor in AorTech's strategy to become a leading provider of cardiac
    output monitoring systems.

AorTech's business was founded in November 1992 by its Chairman, Gordon
Wright, and its Chief Executive Officer, Edward McDaid, who, collectively,
have over 40 years of experience in the medical devices industry. Its current
product range comprises the Ultracor mechanical heart valve; the Aspire
stented and the Elan stentless tissue valves; MRS, a mitral valve repair
system; and truCCOMS. AorTech's Ordinary Shares are currently traded on the
Alternative Investment Market of the London Stock Exchange.



KEY STRENGTHS

The Group's key strengths include the following:


  * INNOVATIVE PRODUCTS. AorTech has innovative products which, the
    Directors believe, should enable it to become a major player in the
    medical devices industry:


  * the new synthetic tri-leaflet heart valve made from Elast-Eon, which the
    Directors      believe has the potential to become the first of a new
    generation of replacement heart valves;


  * Elast-Eon's various formulations, which have the potential to be used in
    a large range of      implantable devices (including the Group's new
    synthetic tri-leaflet heart valve); and


  * truCCOMS, a real-time continuous cardiac output monitoring system, which
    offers a      space-saving, easy to use and responsive method of measuring
    cardiac output.


  * ESTABLISHED PRESENCE IN THE CARDIOVASCULAR DEVICES MARKET. AorTech
    currently manufactures and sells a complete portfolio of heart valve
    replacement and repair products, and has an established presence in the
    cardiovascular device market in the UK and continental Europe.


  * POTENTIAL FOR NEW APPLICATIONS FOR ITS TECHNOLOGIES. AorTech has
    technologies which have a wide variety of possible applications and it
    intends to undertake further developmental work on these technologies, and
    also on its new products, with the objective of expanding its product
    range.


  * EXPERIENCED MANAGEMENT TEAM. AorTech has a dynamic and astute Board and
    management team who have extensive experience in the medical devices and
    healthcare sector and are committed to the innovative growth strategy of
    the Group.


  * MANUFACTURING EXPERTISE. AorTech has the ability to assemble and
    manufacture complex medical devices to stringent international standards,
    as shown by the accreditation of its manufacturing facilities in the UK
    with the ISO 9001 and EN 46001 standards and its established track record
    of providing manufacturing and sub-assembly services to third parties.



REASONS FOR THE PLACING AND USE OF PROCEEDS


  * The Company proposes to raise approximately £16.9 million, after the
    payment of commissions and expenses. The size of the Placing and Open
    Offer has been set to cover the Company's funding requirements over the
    next two years, as outlined below.


  * The Board believes that, in order to capitalise on market opportunities
    and maximise the potential for the future profitable growth of the
    business, the Company will need additional cash resources. The Placing and
    Open Offer are intended to raise capital which, when combined with
    existing cash resources, will enable the Group to develop certain of its
    technologies and products to a stage where they can generate significant
    revenues for the Group and also enable the Group to fund the development
    and expansion of its business.


In particular, the Directors intend to use the net proceeds of the Placing and
Open Offer for the following purposes:

TruCCOMS:


  * to fund the recruitment of additional sales personnel and clinical
    specialists to market truCCOMS;


  * to fund the Group's additional working capital and capital expenditure
    requirements arising from increased sales of truCCOMS, including
    additional cleanroom and manufacturing facilities and expansion of the
    Group's distribution operations in the USA; and


  * to fund work to develop further the truCCOMS technology, including the
    addition of SVO 2 measurement capabilities, the miniaturisation of the
    catheter to allow cardiac output monitoring for smaller patients and the
    integration of the technology with other monitoring systems currently
    existing in hospitals.



Synthetic stented tri-leaflet heart valve:

  * to fund pre-clinical regulatory work in Europe and the USA; and


  * to fund clinical trials in Europe over the next two years and the
    commencement of clinical trials in the USA.

Elast-Eon:

  * to fund the Group's capital expenditure requirements for the increased
    production of Elast-Eon materials; and


  * to undertake ongoing developmental work on the Elast-Eon materials to
    produce variations with different properties and characteristics.



REASONS FOR ADMISSION TO THE OFFICIAL LIST

The listing of the Company's share capital on the Official List will
facilitate the equity fund raising described above, which will enable the
Company to bring truCCOMS and Elast-Eon to a stage where they can generate
significant revenues for the Group. The Directors believe that Admission will
also:


  * raise the Company's general profile and status domestically and
    internationally;


  * assist in recruiting, incentivising and retaining skilled professional
    staff as a result of the increased marketability of the Company's shares;


  * enhance the Company's ability to make future acquisitions by providing a
    more liquid acquisition currency; and


  * enable the Company to access a wider range of both domestic and
    international investors.




CURRENT TRADING AND PROSPECTS

The Company's interim results for the six months ended 30 September 2000 were
published on 15 December 2000. These show a modest increase in revenues from
established products compared with the corresponding period in the previous
financial year. In line with the previous full year's results, sales of
established products (particularly from the Elan stentless valve as a result
of the trend away from the use of stented towards stentless valves) were
stronger in the second half of the financial year ended 31 March 2001.

Following the granting of regulatory approval for truCCOMS in Europe and the
US, truCCOMS achieved its first sales in January 2001. The Directors believe
that the Group will be able to achieve substantial sales of truCCOMS and that
truCCOMS will be the major contributor to the Group's revenue in the short to
medium term.

In order to continue the significant progress that the Group is making in the
development of its new products, the Group's development expenditure will
increase over the next few years. The Directors intend to commit resources to
developing further the truCCOMS technology and the Elast-Eon materials, as
well as to the in vivo and laboratory tests and patient trials for the
tri-leaflet heart valve.

Sales and marketing costs have continued to be incurred in the second half of
the financial year at the higher levels experienced during the six month
period ended 30 September 2000, due particularly to the pre-marketing costs
relating to truCCOMS. This increased level of spending on sales and marketing
will continue in the financial year ending 31 March 2002 as truCCOMS is
marketed in Europe and the US.

The amortisation charge for goodwill for the financial year ended 31 March
2001 increased substantially reflecting a full year's charge in respect of the
acquisition of Elastomedic. With the significant opportunities that exist for
the Group's new products, the development and exploitation of its technologies
and its future expansion into new markets, the Directors are confident that
the future prospects for the Group are very exciting.


Nomura International plc, which is regulated in the United Kingdom by the
Securities and Futures Authority Limited, is acting exclusively for AorTech in
relation to the Placing and Open Offer and the listing of the Ordinary Shares
on the Official List of the UK Listing Authority and will not be responsible
to any one other than the Company for providing the protections afforded to
customers of Nomura International plc or for providing advice in relation to
the Placing and Open Offer and the listing of the Ordinary Shares on the
Official List of the UK Listing Authority. This announcement does not
constitute an offer or an invitation to purchase any securities.




ENDS