EGM Statement

Phytopharm PLC
25 February 2005


Not for release, publication or distribution, directly or indirectly, in or into
the United States, Canada, Australia, Japan or the Republic of Ireland


25 February 2005


                                 Phytopharm plc


On 2 February 2005, the Company announced a UK Placing, US Private Placement and
Open Offer to raise approximately £23.9 million (approximately £21.6 million net
of expenses) comprising an aggregate of 13,261,446 New Ordinary Shares at the
Issue Price of 180p per New Ordinary Share.


At the Extraordinary General Meeting held today , the Resolution to implement
the Offering was duly passed.


Application has been made to the UK Listing Authority and to the London Stock
Exchange for the Open Offer Shares to be admitted to the Official List and to
trading on the market for listed securities of the London Stock Exchange.  It is
expected that admission to trading of the Open Offer Shares will become
effective and that dealings will commence at 8.00 a.m. on 28 February 2005.
CREST stock accounts are expected to be credited on 28 February 2005 and
definitive share certificates in respect of Open Offer Shares are expected to be
posted, where applicable, by 4 March 2005.


For further information:


Phytopharm plc                                              [phone]

Dr Richard Dixey, Chief Executive

Dr Wang Chong, Chief Financial Officer


Rothschild                                                  + 44 (0) 20 7280 5000

Dominic Hollamby


Canaccord                                                   [phone]

Mark Ashurst

Dr Stephen Rowntree


Media Enquiries: Financial Dynamics                         [phone]

David Yates

Ben Atwell


Rothschild, which is regulated by the Financial Services Authority, is acting as
co-Sponsor and financial adviser to Phytopharm plc and no one else in relation
to the Offering and is not advising any other person or treating any other
person as its client in relation thereto, and will not be responsible to any
person other than Phytopharm plc for providing the protections afforded to its
clients nor for providing advice in relation to the Offering nor any other
matter referred to in this document.


Canaccord, which is regulated by the Financial Services Authority, is acting as
co-Sponsor, underwriter and stock broker to Phytopharm plc and no one else in
relation to the Offering and is not advising any other person or treating any
other person as its client in relation thereto, and will not be responsible to
any other person other than Phytopharm plc for providing the protections
afforded to its clients nor for providing advice in relation to the Offering nor
any other matter referred to in this document.


The New Ordinary Shares have not been registered under the US Securities Act,
under the securities laws of any state of the United States or under applicable
securities laws of Canada, Australia, the Republic of Ireland, or Japan.
Accordingly, unless an exemption under any applicable law is available, the New
Ordinary Shares may not be offered, sold, transferred, taken up or delivered,
directly or indirectly, in the United States, Canada, Australia, the Republic of
Ireland or Japan or any other country outside the United Kingdom where such
distribution may otherwise lead to a breach of any law or regulatory
requirement. The Open Offer is not being made, directly or indirectly, in or
into, and will not be capable of acceptance in or from the United States,
Canada, Australia, the Republic of Ireland or Japan and doing so may render
invalid any purported acceptance. Accordingly, neither this announcement, the
Prospectus nor the Acceptance Form are being, and they must not be, issued,
mailed, distributed or otherwise transmitted in, into or from the United States,
Canada, Australia, the Republic of Ireland or Japan unless Phytopharm in its
sole discretion determines otherwise. The parts of this announcement that
describe the US Private Placement are included herein for information purposes
only. The New Ordinary Shares acquired in the US Private Placement will be
subject to restrictions on transfer and, with certain exceptions, may not be
(and are not hereby being) reoffered or resold within the United States.


These written materials are not for distribution in the United States.  These
written materials are not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
under the US Securities Act or an exemption therefrom.  Phytopharm has not and
does not intend to register any of the New Ordinary Shares under the US
Securities Act.  The New Ordinary Shares will not be offered or sold to the
public in the United States.



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