Scheme of arrangement

Zen Research PLC
24 April 2002


24 April 2002


This announcement is not for release, publication or distribution, in whole or
in part, in or into or from the United States, Canada, Australia or Japan.


PROPOSAL BY MR GILO AND HIS FAMILY INTERESTS TO RETURN CAPITAL TO SHAREHOLDERS
AND RETURN ZEN RESEARCH PLC TO PRIVATE OWNERSHIP BY WAY OF A SCHEME OF
ARRANGEMENT (THE 'PROPOSAL')


The Independent Committee of Zen Research plc (the 'Company') announces that it
has received an approach that may or may not result in a third party making an
offer to acquire the entire issued share capital of the Company for a
consideration payable in cash above the amount of 10p per share payable to
scheme shareholders under the Proposal. This approach remains subject to a
number of pre-conditions, including due diligence and the establishment of a
price.

The Independent Committee and Mr Gilo are conscious of the timetable
requirements of the Code and are reluctant to entertain any significant delay to
the posting of the scheme document relating to the Proposal to shareholders.
However, the Independent Committee and Mr Gilo have mutually agreed that the
posting of the scheme circular relating to the Proposal be postponed at this
time pending the third party deciding either to make an offer, within an
acceptable timeframe, or to withdraw its interest.

A further announcement will be made in due course.

Issued by the Independent Committee of the Board of Directors of the Company.

Enquiries:

Zen Research plc:

Mark Way, Head of Investor Relations: 020 7382 0470

UBS Warburg (advisers to the Independent Committee):

Michael Lacey-Solymar, Managing Director: 020 7567 8000

UBS Warburg is acting for the Independent Committee in relation to the Proposal
and is not acting for any of the members of the Board of Zen in their personal
capacities nor for any holders of Ordinary Shares in relation to the Proposal.
UBS Warburg will not be responsible to anyone other than the Independent
Committee for providing the protections afforded to its clients or advising any
such person in relation to the Proposal. In particular, UBS Warburg will not owe
any duties or responsibilities to any holder of Ordinary Shares concerning the
Proposal.






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