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Celltech Group PLC (154)


Monday 14 April, 2003

Celltech Group PLC

Offer Update

Celltech Group PLC
11 April 2003


                                                                   11 April 2003

                        CELLTECH GROUP PLC ('CELLTECH')


Celltech is pleased to note the announcement earlier today that the Board of OGS
now recommends that OGS Shareholders accept Celltech's all cash offer of 182
pence per share.

Celltech also announces that it has today purchased a further 20,525,985 OGS
Shares at a price of 182 pence per share, representing approximately 36.65 per
cent. of the issued share capital of OGS. As announced on 24 March 2003,
Celltech has previously purchased 5,892,971 OGS Shares representing
approximately 10.52 per cent of the issued share capital of OGS and, as at
3.00pm (London time) today, valid acceptances of its Offer had been received in
respect of 1,421,210 OGS Shares (including those represented by OGS ADSs),
representing approximately 2.54 per cent. of the issued share capital of OGS.
Accordingly, and subject to settlement of today's purchases, an aggregate of
27,840,166 OGS Shares (including those represented by OGS ADSs), representing
approximately 49.71 per cent. of the issued share capital of OGS, have been
acquired by Celltech or validly assented to its Offer.

As a result of today's purchases, Celltech's Offer of 182 pence in cash for each
OGS Share is now conditional only on Celltech having received acceptances in
respect of OGS Shares which, together with OGS Shares acquired or agreed to be
acquired, will result in Celltech (and any person acting in concert with
Celltech) holding OGS Shares carrying more than 50 per cent. of the voting
rights in OGS.

Save as set out above, neither Celltech, nor any person acting or deemed to be
acting in concert with Celltech, owned any OGS Shares on 22 January 2003 (being
the business day prior to the commencement of the offer period), nor have any of
such persons acquired or agreed to acquire any OGS Shares (including OGS Shares
represented by OGS ADSs) during the offer period and no acceptances of the Offer
have been received from any persons acting or deemed to be acting in concert
with Celltech.

Shareholders in OGS who wish to accept the Offer, and who have not yet done so,
should return their Form(s) of Acceptance as soon as possible. Further Forms of
Acceptance can be obtained from Lloyds TSB Registrars, The Causeway, Worthing,
West Sussex BN99 6DA or by telephoning the Helpline on 0870 600 0673 (if calling
from the United Kingdom), (1) 800 858 1202 (if calling from the United States or
if you are an OGS ADS Holder) or +44 (0) 1903 702 767 (if calling from
elsewhere). If you are an OGS ADS Holder and wish to accept the Offer, you
should follow the instructions set out in the Letter of Transmittal. If OGS
Shareholders or OGS ADS Holders are in any doubt as to the procedures for
acceptance, they should contact the Helpline on the above numbers.

A further announcement will be made in due course.


For further information contact:

Celltech Group plc                               Telephone: +44 (0)1753 534 655

Dr Peter Fellner, Chief Executive

Peter Allen, Chief Financial Officer

Richard Bungay, Director of Corporate 

JPMorgan                                         Telephone: +44 (0)20 7742 4000

Bernard Taylor, Vice Chairman

Julian Oakley, Managing Director

Brunswick London                                 Telephone: +44 (0)20 7404 5959

Jon Coles

Fiona Fong

Brunswick New York                               Telephone: +1 212 333 3810

Cindy Leggett-Flynn

Terms defined in the Offer Document have the same meaning when used in this

 Celltech and JPMorgan, acting on its behalf outside the United States, are
offering to purchase all of the issued and to be issued ordinary shares of 5
pence each in OGS (including those represented by OGS ADSs) at a price of 182
pence per OGS Share.

 This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The Offer is being made solely by the Offer Document and the
Acceptance Forms accompanying the Offer Document, which contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.
Celltech filed with the SEC a Tender Offer Statement on Schedule TO containing
the Offer Document and other related information on 3 March 2003. Free copies of
those documents are available on the SEC's website at The Offer
Document and the Acceptance Forms accompanying the Offer Document have been made
available to all OGS Securityholders at no charge to them. OGS Securityholders
are advised to read the Offer Document and the accompanying Acceptance Forms
which have been sent to them because they contain important information. OGS
Securityholders in the United States are also advised to read the Tender Offer
Statement because it contains important information.

 Unless otherwise determined by Celltech and permitted by applicable law and
regulation, the Offer (including the Loan Note Alternative) is not being made,
directly or indirectly, in or into, or by use of the mails of, or by any other
means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any facility of a
national securities exchange of Canada, nor is it being made in or into
Australia or Japan and the Offer is not capable of acceptance by any such use,
means, instrumentality or facilities or from within Australia, Canada or Japan.
Accordingly, unless otherwise determined by Celltech and permitted by applicable
law and regulation, neither copies of this announcement nor any other documents
relating to the Offer have been, or may be, mailed or otherwise forwarded,
distributed or sent in or into Australia, Canada or Japan and persons receiving
such documents (including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions.

 The Loan Notes to be issued pursuant to the Loan Note Alternative available
under the Offer have not been, and will not be, listed on any stock exchange and
have not been and will not be registered under the US Securities Act of 1933, as
amended or under any relevant securities laws of any state or other jurisdiction
of the United States, or under the relevant securities laws of Australia, Canada
or Japan or any other jurisdiction. Accordingly, unless an exemption under such
relevant laws is available, Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in, into or from the United States,
Australia, Canada or Japan or any other jurisdiction in which an offer of Loan
Notes would constitute a violation of relevant laws or require registration of
the Loan Notes, or to or for the account or benefit of any US Person or resident
of Australia, Canada or Japan or any other such jurisdiction.

(ii) 3:00 P.M. (LONDON TIME), 10:00 A.M. (NEW YORK CITY TIME), ON 15 APRIL 2003,

The Offer is conditional upon valid acceptances being received (and not, where
permitted, being withdrawn) by 3:00 p.m. (London time), 10:00 a.m. (New York
City time) on 15 April 2003, or such later time(s) and/or date(s) as Celltech
may, subject to the City Code and in accordance with the US Securities Exchange
Act of 1934, as amended (the 'Exchange Act'), decide in respect of OGS Shares
(including OGS Shares represented by OGS ADSs) which, together with OGS Shares
(including OGS Shares represented by OGS ADSs) acquired or agreed to be acquired
before or during the Offer Period, results in Celltech and any persons acting in
concert with Celltech holding OGS Shares (including OGS Shares represented by
OGS ADSs) carrying in aggregate more than 50 per cent of the voting rights
normally exercisable at a general meeting of OGS, including for this purpose (to
the extent, if any, required by the Panel) any voting rights attaching to any
OGS Shares (including OGS Shares represented by OGS ADSs) that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.

Celltech reserves the right (but will not be obliged, other than as may be
required by the City Code or the Exchange Act) at any time or from time to time
to extend further the Offer and, in such event, any decision to extend the Offer
will be publicly announced by 8:00 a.m. (London time) in the United Kingdom and
8:00 a.m. (New York City time) in the United States on the day (other than a
Saturday or Sunday) following the day on which the Offer was due to expire and
on which banks are generally open in London for normal business. Except with the
consent of the Panel, the Initial Offer Period for acceptances and withdrawals
may not extend beyond 1:00 p.m. (London time), 8:00 a.m. (New York City time),
on the day which is 21 days after the release of OGS' preliminary results for
the year ended 31 December 2002.

 The Directors of Celltech accept responsibility for the information contained
in this announcement, and, to the best of their knowledge and belief (having
taken all reasonable care to ensure such is the case), the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

 J.P. Morgan plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Celltech and for no one else in connection
with the Offer and will not be responsible to anyone other than Celltech for
providing the protections afforded to customers of JPMorgan or for providing
advice in relation to the Offer, the contents of the Offer Document or any
transaction or arrangement referred to therein.

 OGS has equity securities traded on the London Stock Exchange and NASDAQ, which
the Panel wishes to draw the attention of member firms of NASDAQ to certain UK
dealing disclosure requirements during the offer period.

 The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, Rule 8 requires public disclosure of dealings during
the offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of the offeree company. Relevant securities include OGS Shares, OGS
ADSs and instruments convertible into OGS Shares or OGS ADSs. This requirement
will apply until the first closing date or, if this is later, the date when the
Offer becomes or is declared unconditional or lapses.

 Disclosure should be made on an appropriate form by no later than 12 noon
(London time), 7 a.m. (New York City time) on the business day following the
date of the dealing transaction. These disclosures should be published through a
Regulatory Information Service.

 The Panel requests that member firms advise those of their clients who wish to
deal in the relevant securities of OGS, whether in the United States or in the
United Kingdom, that they may be affected by these requirements. If there is any
doubt as to their application the Panel should be consulted (telephone number:
+44 (0) 20 7382 9026, fax number: +44 (0) 20 7638 1554).

This announcement has been approved by J.P.Morgan plc for the purpose of section
21 of the Financial Services and Markets Act 2000 only.


                      This information is provided by RNS
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