Scheme of arrangement

Zen Research PLC
16 July 2002

16 July 2002



Zen Research plc



Sanction of Scheme of Arrangement by High Court



Further to the announcement on 28 June 2002, the Board of Zen Research plc ('Zen
' or the 'Company') is pleased to announce that earlier today the High Court
approved the reorganisation of capital comprised within the Scheme to implement
the Proposal by Mr. Davidi Gilo to return capital to Scheme Shareholders and
return the Company to private ownership.  Accordingly, the Ordinary Shares held
by the Scheme Shareholders have been reclassified as B Shares, Scheme
Shareholders have been issued C Shares on the basis of one C Share for each B
Share and the B Shares and the C Shares have been consolidated into D Shares on
the basis of one B Share and one C Share for one D Share.

The Proposal remains conditional upon the Reduction of Capital comprised within
the Scheme being confirmed by the High Court and an office copy of the order
relating to the Reduction of Capital being delivered to, and registered by, the
Registrar of Companies (which is expected to take place on 17 July 2002).



Expressions used in this announcement have the same meaning as in the Circular
to Zen Shareholders dated 24 May 2002.





Enquiries:



Mark Way, Investor Relations

Zen Research plc                            [phone]



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