Open Offer Take Up

Phytopharm PLC 04 May 2005 Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of Ireland Phytopharm plc 4 May 2005 Result of Placing and Open Offer On 8 April 2005, the Company announced a Placing and Open Offer to raise approximately £10.1 million (approximately £9.0 million net of expenses) comprising an aggregate of 8,081,193 New Ordinary Shares at the Issue Price of 125p per New Ordinary Share. Canaccord Capital (Europe) Limited has underwritten the Placing, comprising an aggregate of 8,081,193 New Ordinary Shares, on the terms and conditions set out in the Placing Agreement. Phytopharm plc announces that, by 3.00 p.m. yesterday (being the latest time and date for receipt of completed Application Forms and payment in full under the Open Offer), valid applications had been received in respect of 4,522,622 New Ordinary Shares, representing 55.96 per cent. of the New Ordinary Shares available pursuant to the Placing and Open Offer. 1,589,243 New Ordinary Shares, representing 19.67 per cent. of the New Ordinary Shares available pursuant to the Open Offer, were the subject of irrevocable undertakings by certain Qualifying Shareholders not to take up and accordingly these New Ordinary Shares are being placed firm at the Issue Price with institutional and other investors. Accordingly, a total of 3,558,571 New Ordinary Shares (comprising the 1,589,243 New Ordinary Shares placed firm and the remaining 1,969,328 New Ordinary Shares not subject to valid applications under the Open Offer), representing 44.04 per cent. of the New Ordinary Shares available pursuant to the Placing and Open Offer, will be subscribed for pursuant to the terms of the Placing Agreement. 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 5 May 2005. CREST stock accounts are expected to be credited on 5 May 2005 and definitive share certificates in respect of Open Offer Shares are expected to be posted, where applicable, by 12 May 2005. A copy of the Prospectus that has been sent to Qualifying Shareholders has been submitted to the UK Listing Authority for approval and the Company hereby gives notice under paragraphs 9.31 and 9.32 of the Listing Rules of the UK Listing Authority that copies of the document are available for inspection at the UKLA's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 0207 066 1000 For further information: Phytopharm plc Dr Richard Dixey, Chief Executive +44 (0) 7867 782000 Dr Wang Chong, Chief Financial Officer +44 (0) 1480 437697 Rothschild + 44 (0) 20 7280 5000 Dominic Hollamby Canaccord +44 (0) 20 7518 2777 Mark Williams Dr Stephen Rowntree Media Enquiries: Financial Dynamics +44 (0) 20 7831 3113 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. 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. Definitions The following definitions are used throughout this announcement except where the context requires otherwise: 'Admission' admission of the New Ordinary Shares to the Official List becoming effective in accordance with the Listing Rules and to trading on the market for listed securities of the London Stock Exchange 'Application Form' the application form accompanying the Prospectus on which Qualifying Shareholders may apply for New Ordinary Shares under the Open Offer 'Extraordinary General Meeting' the Extraordinary General Meeting of the Company, convened for 10 a.m. on 4 or 'EGM' May 2005 'Issue Price' the price of 125p per New Ordinary Share payable under the Placing and Open Offer 'London Stock Exchange' the London Stock Exchange plc 'New Ordinary Shares' the 8,081,193 new Ordinary Shares proposed to be issued pursuant to the Placing and Open Offer 'Offering' collectively the Placing and Open Offer 'Official List' the Official List of the UK Listing Authority made under Section 74 of the Financial Services and Markets Act 2000 'Open Offer' the conditional offer by Canaccord, on behalf of the Company, to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out or referred to in the Prospectus and the Application Form 'Open Offer Shares' the 8,081,193 New Ordinary Shares to be issued for cash pursuant to the Open Offer 'Ordinary Shares' ordinary shares of 1 penny each in the capital of Phytopharm 'Phytopharm' or the 'Company' or Phytopharm plc, together where appropriate, with its subsidiary undertakings the 'Group' (as defined in section 258 of the Act) 'Placing' the conditional placing of 8,081,193 New Ordinary Shares at the Issue Price by Canaccord pursuant to the Placing Agreement 'Placing Agreement' the conditional co-sponsors' Placing and Open Offer Agreement dated 8 April 2005 between the Company, Canaccord and Rothschild relating, amongst other things, to the Placing and Open Offer 'Placing Shares' 8,081,193 New Ordinary Shares the subject of the Placing 'Prospectus' the Prospectus relating to the Offering which was posted to Shareholders and participants in the Phytopharm share option schemes 'Qualifying Shareholders' holders of Ordinary Shares on the register of members of the Company as at the close of business on the Record Date 'Record Date' the record date for the Open Offer, being 1 April 2005 'Resolution' Resolution 1 set out in the notice of EGM 'Rothschild' N M Rothschild & Sons Limited 'Shareholders' holders of Ordinary Shares 'UKLA' or 'UK Listing Authority' the Financial Services Authority acting in its capacity as the competent authority for listing in the United Kingdom under Part IV of the Financial Services and Markets Act 2000 This information is provided by RNS The company news service from the London Stock Exchange

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