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General Industries (GNI)

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Monday 23 January, 2006

General Industries

Reverse takeover

General Industries PLC
23 January 2006

Press Release

                             General Industries PLC

                          Proposed Reverse Takeover of


For release at 7.00am on 23 January 2006

Proposals for the acquisition of ImmuPharma, waiver of obligation under Rule 9
of the Takeover Code, Placing of new Shares for cash, change of directors and
advisers and change of the Company's name to ImmuPharma plc

Key points:

   •ImmuPharma has three leading drug candidates at an early stage in the
    development process

    1. IPP-201101 for the treatment of Lupus, which has blockbuster potential
    2. IPP-102199 for the treatment of moderate and severe pain such as cancer
       pain and postoperative pain
    3. IPP-203101 for the treatment of MRSA and other severe and hospital
       acquired infections

   •The cash resources of GI and the proceeds of the Placing, together with
    certain grants, are expected to fund the IPP - 201101 (Lupus) phase I trial
    and a phase II study, which is expected to give an early indication of
    efficacy, and to finance further development of the other drug candidates.

   •Pharmaceutical research and development carries a high degree of risk

   •The Lupus drug candidate is estimated to have the potential to generate
    annual sales of over US$4bn by 2016 based on a selling price (similar to
    Interferon) of up to US$10,000 per patient per annum.

   •IPP-102199 and IPP-203101 also have exciting prospects, although they
    have a lower revenue potential compared to the Lupus drug candidate due to
    the nature of the markets they address and the availability of competing

   •On completion of the reverse takeover the existing GI Directors will
    resign and new directors with considerable expertise in the pharmaceutical
    sector will be appointed (see Board changes and key personnel below).

Richard Wollenberg, Chairman of GI, said 'General Industries was created as a
cash shell with a strategy of acquiring a business which requires further
funding for expansion in conjunction with a public quotation for its shares. We
believe that the terms of the proposed acquisition of ImmuPharma should prove
beneficial to existing shareholders as well as the management, employees and
shareholders of the business being acquired.

ImmuPharma develops specialised drug candidates on which any assessment requires
a high level of relevant technical knowledge. The board of General Industries
has taken and relied upon what we believe is an appropriate level of
professional advice and enquiry in deciding to recommend this transaction to our

Richard Warr, Executive Chairman of ImmuPharma and Chairman designate of GI,
said: 'I am delighted to have received commitments to finance the next phase in
the development of one of our exciting drug candidates, which has 'blockbuster'

Dimitri Dimitriou, Chief Executive of ImmuPharma, commented: 'ImmuPharma is a
very exciting pharma company with an impressive portfolio of novel
pharmaceutical compounds, an experienced management team and an attractive
business model focusing on niche therapeutic areas with high potential.'

Dr. Robert Zimmer, President and Chief Scientific Officer commented further:
'The Company's proprietary technologies have the potential to increase the
possibility of peptides being considered as drug candidates. This would
represent a major advance in the development of effective medicines.'

Richard Wollenberg, Chairman of General Industries PLC    Tel:01784 437444
Richard Warr, Executive Chairman of ImmuPharma            Tel:020 71524080
Dimitri Dimitriou, Chief Executive Officer of ImmuPharma  Tel:020 71524080
Dr. Robert Zimmer, President and Chief Scientific Officer
of ImmuPharma                                             Tel:+ 33 389 56 54 92
David Floyd, Dawnay, Day Corporate Finance Ltd            Tel:020 7509 4570

Capel Irwin, KBC Peel Hunt Ltd                            Tel:020 7418 8900

Caroline Cecil, Caroline Cecil Associates, PR consultant  Tel:020 7610 4110

                             General Industries PLC

The board of General Industries PLC is pleased to announce that GI has entered
into a conditional agreement to acquire ImmuPharma, a pharmaceutical research
and development group. ImmuPharma has a close association with CNRS, the French
government scientific research institution, and has the contractual right to
exploit commercially certain of CNRS' medical discoveries. It also has
prospective products of its own. New pharmaceutical products have to achieve
satisfactory results in a series of tests and trials before they can be made
available to patients in the market.

The acquisition of ImmuPharma is conditional on a simultaneous Placing to raise
a minimum of £2.05m in cash which, when combined with GI's existing cash
resources and certain grants, will give the Enlarged Group the resources 
necessary to finance initial clinical trials on ImmuPharma's lead drug

Owing to the size of the ImmuPharma Group and the fact that the acquisition will
constitute a fundamental change of GI's business, the acquisition is treated as
a 'reverse takeover' under the AIM Rules and as such is required to be approved
by GI Shareholders. An Extraordinary General Meeting of GI is expected to be
held on 15 February 2006 to approve the Transaction amongst other things. Your
board, who between us control approximately 35.2 per cent. of the Company, have
undertaken to vote in favour of the resolutions necessary to approve the

An admission document containing information on the enlarged group is expected
to be posted to GI Shareholders today. 

The Transaction, if approved, will result in Dr Robert Zimmer (a director of
ImmuPharma) and members of his family holding over 30 per cent. of the enlarged
share capital of GI. The Zimmer Family would be required by the Takeover Code to
make a general offer for the whole of the issued share capital of GI not already
held by them, unless a waiver of that obligation is approved by GI Shareholders
at the EGM.

The ImmuPharma Group
ImmuPharma, which is registered in England, owns the entire issued share capital
of Bio Delivery Systems SA, recently renamed ImmuPharma (France) SA and Zimmer &
Associates AG, recently renamed ImmuPharma AG.

The business and its management
ImmuPharma is a drug discovery and development group which aims to develop novel
peptide medicines which:
       • treat serious medical conditions;
       • address a high unmet medical need;
       • are able to command high pricing;
       • have low marketing costs; and
       • have relatively low risk of drug development failure.

ImmuPharma intends either to develop its own assets up to commercialisation or
to seek collaborative agreements with larger pharmaceutical companies at an
earlier stage.

ImmuPharma is managed by Pharma industry executives having 'Big Pharma'
experience and expertise in the key aspects of the pharmaceutical development.
ImmuPharma intends to build up its own research and development facilities, as
and when scientific and financial milestones are met. In the meantime,
ImmuPharma intends to continue its research in collaboration with CNRS and
sub-contract labour intensive and non-core development activities to contract
research organisations ('CROs'). ImmuPharma currently has 7 direct employees,
including 3 executive directors, as well as 7 CNRS employees who are performing
work for the group.

ImmuPharma intends to seek collaborative development agreements with large and
medium size pharmaceutical companies as well as biotech companies in need of
libraries and/or screening and development capabilities.

The products in development
ImmuPharma has 3 lead drug candidates to treat, respectively: 1) Lupus; 2)
moderate to severe pain such as in cancer and post-operative pain; and 3) severe
resistant hospital acquired infections such as MRSA. Each of these drug
candidates are proprietary and represent a novel approach to therapy. The
Proposed Directors believe they each have significant sales potential if
successfully developed. ImmuPharma also has its own proprietary drug discovery
engine which, the Proposed Directors believe, will continue generating a strong
potential drug candidate pipeline and patent portfolio.

Through its acquisition of the drug discovery company ImmuPharma Switzerland,
ImmuPharma has ownership of a novel and patented Peptide to Drug Converting
Technology (PDCT) designed to allow and improve the oral bioavailability and
plasma half-life of peptides that can be applied to numerous small peptides to
constitute a potent and promising proprietary small molecule library. One
optimised lead drug candidate related to this technology has already been

The Company intends to continue development of its drugs subcontracting the
labour intensive and non-core activities to CROs while maintaining 'in house'
key activities as drug modelling, discovery and screening capabilities, and
project management.

Collaboration with CNRS
ImmuPharma has important collaboration arrangements with CNRS, the French
government scientific research institution and has also links with INSERM,
France's national institute for health and medical research. As part of the
collaboration arrangements ImmuPharma has entered in to a research collaboration
agreement with CNRS which relates to the therapeutic use of peptides and peptide
derivatives. ImmuPharma has been granted the worldwide exclusive rights to
exploit all discoveries made pursuant to this agreement and will co-own the
relevant intellectual property with CNRS. CNRS has granted additional exclusive
worldwide licenses to ImmuPharma France covering the rights to discoveries
related to this agreement but made prior to it. Applications for additional
patents, to be jointly owned by CNRS and ImmuPharma have already been, or are
being, filed. CNRS is entitled to a share of the revenue generated by ImmuPharma
from the exploitation of CNRS's licensed and co-owned rights.

Risk factors
Investment in ImmuPharma involves a high degree of risk. ImmuPharma has not been
profitable and the Proposed Directors expect its losses to continue and
potentially increase as its drug development efforts progress. It may require
additional capital, which may not be available on terms that are acceptable to
the Board. If clinical trials of one of ImmuPharma's drug candidates fail, there
would be a complete absence of revenue for that product. The commercial success
of ImmuPharma is dependent on its ability to obtain patent protection for its
products, to successfully develop and obtain regulatory approval for its
products and to achieve sales (either alone or through licensing deals with
other Pharma companies) in an environment where it is potentially competing
against major pharmaceutical groups with greater resources.

IPP-201101 for the treatment of Lupus: This is a specific approach to the 
treatment of Lupus based on the selective modulation of the cellular immune
mechanism associated with the disease. It is scheduled to enter Phase I study
in early 2006. With a potential selling price similar to Interferon (up 
to $10,000 per annum per patient), an estimated market of over 1,400,000 Lupus 
diagnosed patients in the top 7 markets by 2010, unusually high margins and no 
safe and effective alternative treatment currently in the market, the Proposed 
Directors believe that the value of this drug will be substantial if and when it
emerges from the development and approval process. Based on assumptions derived
from recent reports (source: Datamonitor), the Proposed Directors believe that
IPP-201101 could generate peak annual sales by 2016 of over US$4 billion.

IPP-102199 for the treatment of moderate and severe pain such as cancer pain and
postoperative pain: This is ImmuPharma's lead compound for pain relief and has
the target product profile of a morphine replacement, with major advantages such
as longer pain relief and reduced opioid side effects. IPP-102199 is based on
one of the body's internal analgesics, met-enkephalin. ImmuPharma has performed
a number of pre-clinical studies with IPP-102199 that show a superior efficacy
profile compared to morphine. Most products and compounds presently under
development for moderate and severe pain are opioid-based approaches that are
likely to be accompanied by the serious side effects associated with morphine.

IPP-203101 for the treatment of MRSA and other severe and hospital acquired
infections: Bacterial resistance has recently lead to the emergence of lethal
bacterial strains. ImmuPharma's IPP-203101 is the first lead molecule of a novel
class of proprietary antibiotics and has shown activity in-vitro against MRSA
and other bacterial strains. IPP-203101 uses a novel approach to alter bacterial
membranes which, the Proposed Directors believe, is less likely to become
ineffectual through the development of bacterial resistance.

Expected Revenue Stream
Subject to regulatory approval one or more of ImmuPharma's current three lead
drug candidates may be available to patients in 2010. There is potential for
earlier licensing arrangements to generate income before that time.

The Transaction will give the Group the finance required for the IPP - 201101
(Lupus) Phase I trial and a Phase II trial, which is expected to give an early
indication of efficacy. Depending on the outcome of this study, the Company may
proceed directly with Phase III. However, one or more further Phase II studies
(for example to optimise the dosing regime of IPP - 201101) may be required
prior to entering Phase III. It is possible that, if this is necessary,
ImmuPharma will be able to combine any further Phase II studies with the Phase
III registration programme to expedite regulatory filing. While the Group's
financial resources are expected to cover some additional Phase II trials, a
further equity injection may be required to complete such work and, in any
event, additional equity will be needed for the Phase III program, or
alternatively, the Group could enter into a partnering arrangement with other
pharmaceutical companies.

Two external grant-giving bodies, Anvar and ANR, have approved grants totalling
over 1 million Euros.These will contribute to the IPP - 201101 trial costs and
the development of other drug candidates.

Dividing the Phase II program into separate parts reduces the overall risk
profile for investors as the planned Phase II study has been designed to give an
indication of efficacy at less cost than a full Phase II program. Accordingly,
if the drug candidate appears unlikely to be effective, less cash will have been
applied. However, if the Phase II study succeeds in indicating efficacy, the
extent of further Phase II tests may either be reduced or combined with Phase

Summary of the Transaction
GI has entered into a Share Purchase Agreement with the ImmuPharma Vendors and a
Placing Agreement with Dawnay Day and KBC Peel Hunt.

Pursuant to the Share Purchase Agreement, which is inter-conditional with the
Placing Agreement, GI has agreed to acquire the whole of the issued share
capital of ImmuPharma in consideration for the issue credited as fully paid of
58,750,000 new GI Shares to the ImmuPharma Vendors, which, based on a closing
middle market price on 20 January 2006 of 45.5p per GI share, values ImmuPharma
at £26.7 million. These Consideration Shares will rank pari passu in all
respects with the GI Shares in issue at the date of this document, including the
right to receive all dividends and other distributions hereafter declared, paid
or made on Shares. On completion of the Share Purchase Agreement the ImmuPharma
Vendors will own 86.7 per cent. of the Company's Enlarged Issued Share Capital.

The Placing Agreement is conditional on, inter alia,(a) the passing of all the
Resolutions, (b) the Share Purchase Agreement having been completed in respect
of not less than 95 per cent. of the issued share capital of ImmuPharma and (c)
the London Stock Exchange having agreed to admit the Shares, in issue and to be
issued pursuant to the Transaction, to trading on AIM. 4,859,037 Placing Shares
will be issued at a price of 42.5p each. The gross proceeds of the Placing are
expected to be £2.06 million. The Placing Agreement also contains provisions
which enable the Directors to respond to additional investor demand by allotting
up to 3,140,963 further Placing Shares raising up to £1.3 million additional

Board changes and key personnel
On completion of the Transaction, the Present Directors will resign and the
following Proposed Directors will be appointed to the Board of the Company:

  Richard Warr, MA Executive Chairman
  Dimitri Dimitriou, MSc Chief Executive Officer
  Dr. Robert Zimmer, MD, PhD President and Chief Scientific Officer
  Paddy Walker-Taylor, FCA, MCT Chief Financial Officer
  Douglas Paterson, M.A., F.C.A, Senior Non-Executive Director
  Anthony Johnson, B.Pharm, MSc, Non-Executive director

The Proposed Directors will hold 52,051,280 Shares following the Transaction.
and have entered into lock-in deeds undertaking not to sell any Shares within 12
months of Admission.

Richard Warr, MA Executive Chairman
Mr. Warr has 20 years' experience in investment banking and the capital markets
having held a number of senior positions. He was a director at ABN Amro Equities
and a member of the ABN Amro team rated number one in the 2001 Reuters UK
smaller companies survey. He is former Head of European Equity Sales and 
Marketing at Credit Lyonnais, a former executive director of Dresdner Kleinwort 
Benson and former Head of European Equity Distribution at Swiss Bank 
Corporation. He is a graduate of Oxford University.

Dimitri Dimitriou, MSc Chief Executive Officer
Mr. Dimitriou has 20 years' experience in the pharmaceutical and biotech
industry. He was Senior Director, Worldwide Business Development at
GlaxoSmithKline, where his responsibilities included corporate deals with
pharmaceutical and biotech companies on a worldwide basis. He is also the
founder and CEO of DyoDelta Biosciences Ltd, a company specializing in
transactions between pharma and biotech companies. He moved from GlaxoSmithKline
to the biotech sector in 2001 as CEO of the London-based drug discovery company
Xcellsyz. His other past positions have included setting up and heading the
Business Development function in Europe for Bristol-Myers Squibb, Product
Manager in marketing at Sandoz (now Novartis), and 8 years in managerial
positions in the pharmaceutical division of Procter & Gamble. Mr. Dimitriou
received his first degree in Biochemistry from Chelsea College (now Kings
College), University of London prior to graduating in Pathology & Toxicology
from the Royal Postgraduate Medical School (now King's College Medical School)
in London in 1984.

Dr. Robert Zimmer, MD, PhD President and Chief Scientific Officer
Dr. Robert Zimmer was the CEO and founder of both ImmuPharma Switzerland and
ImmuPharma France. He obtained his MD at Strasbourg Medical School and his PHD
at the University of Aix-Marseille. He became a department director at the
'Fondation de Recherche en Hormonologie' in Paris. He began his career in the
industry in 1985 in Roche's headquarters in Basle, Switzerland as coordinator of
Clinical Pharmacology and International Clinical Leader during which time he was
responsible for numerous Phase I studies and contributed to the development of
moclobemide. In 1990 he joined Jago Pharma AG as Vice-President of R&D. He then
became a director and head of R&D at SkyePharma plc after it acquired Jago. He
heavily contributed in helping Jago and SkyePharma become a leading drug
delivery company. He was instrumental in the development of a substantial number
of products for clients including Roche, GlaxoSmithKline, Abbott, Searle,
Sanofi-Aventis and Lilly; some of which reached the market, such as Paxil CR
(GSK), Xatral LP (Sanofi) and Madopar CR (Roche).

Paddy Walker-Taylor, FCA, MCT Chief Financial Officer
Mr. Walker-Taylor was previously Finance Director of Newarthill plc, holding
company of Sir Robert McAlpine, the privately owned UK construction and property
group. For part of his nine years with the McAlpine Group, he represented their
minority shareholding in ISG Group plc as Non-Executive Director, until the
holding was sold. He was involved in the AIM float of ISG Group. Prior to that,
Paddy Walker-Taylor spent twenty years in the retailing sector, firstly, at
Marks and Spencer plc where he had a number of different financial posts,
becoming the treasury executive, before moving to the US as VP Finance Marks and
Spencer US. Whilst there, he was part of the team involved in the acquisition of
Brooks Brothers and Kings Supermarkets and their subsequent integration into the
M&S Group. He then became Finance Director of Woolworths plc and after four
years there, moved again to become Director of Financial Control at Kingfisher
plc, the parent company. Since taking early retirement from the McAlpine Group
in 2004, he has worked on a part-time basis with clients of FD Solutions, an 
organisation which provides finance director services to small and medium-sized

Douglas Paterson, MA, FCA, Senior Non-Executive Director
Mr. Paterson worked for 39 years as a chartered accountant and for the last 22
years of his career as a partner in Coopers & Lybrand / PricewaterhouseCoopers
('PwC') until his retirement in June 2001 as senior audit partner in the
financial services practice of PwC. He is currently a non-executive director of
Close Brothers Group plc and chairman of its audit committee, a non-executive
director of Goldman Sachs International Bank in London, chairman and
non-executive director and chairman of Cdb Web Tech Management Limited and
non-executive officer of Generation Investment Management LLP. During his
experience at PwC, he held a number of senior positions, including, whilst in
Switzerland, being responsible for the European audits of Digital Equipment
Corporation, Philip Morris and, latterly, Ares Serono Diagnostics. On his return
to the London office he was responsible for the global audit of Glaxo Plc,
subsequently Glaxo Wellcome plc. He was later a senior audit partner
specialising in banking and capital markets having as principal clients Goldman
Sachs (responsible for the European audit) and the Rothschild group of
companies. Whilst in Switzerland he managed the firm's offices in Geneva and
Lausanne and towards the end of his career he monitored a team of expatriate
partners and managers based in PwC's Tokyo office.  He also performed due
diligence, technical accounting and regulatory advice together with regulatory
reports to the Financial Services Authority. He led a taskforce which produced
for Coopers & Lybrand the first publication interpreting aspects of
International Accounting Standards. He founded the German Business Network of
PwC in the UK. Mr. Paterson has also been a Member of the UK Auditing Practices
Committee, a councillor of the German-British Chamber of Industry and Commerce
and Vice-chairman and executive committee member of the British-German

Anthony Johnson, B.Pharm, MSc, Non-Executive Director
Mr. Johnson has over 30 years experience in the pharmaceutical industry. He was
senior director, Scientific Licensing, at GlaxoSmithKline at his retirement in
2001. His responsibilities and expertise included the identification, targeting
and initial evaluation of potential in-licensing opportunities, input on
competitors to senior R&D management, assessment and selection of potential
licensing partners for out-licensing compounds, coordination of in-house R&D
evaluations and due diligence, management of assessment through and decision
making by senior R&D committees. Mr. Johnson is now a freelance consultant to
the biotech and pharmaceutical industry. Mr. Johnson's current professional
memberships include the Licensing Executives Society, British Pharmacological
Society and the Society for Medicines Research.

Change of advisers
Dawnay, Day Corporate Finance Limited has been appointed as Nominated Adviser,
subject to the Transaction being approved at the EGM. KBC Peel Hunt Ltd will
continue to act as the Company's broker.

Change of name
A Resolution will be proposed at the Extraordinary General Meeting to change the
name of the Company to ImmuPharma plc. This is conditional on the passing of a
Resolution to allow the Directors to allot the Placing Shares without the
application of the statutory pre-emption rights of shareholders.
If the change of name becomes effective, the existing share certificates bearing
the name General Industries PLC will cease to be valid 14 days after the passing
of the Resolutions. New share certificates showing the Company's new name are
expected to be posted to shareholders two weeks after the EGM. During the
interim period (if any) transfers will be certified against the register.

New share incentive schemes
The Company proposes to adopt an HM Revenue and Customs approved company share
ownership plan ('CSOP') and a non-HM Revenue and Customs approved share option

Options granted under the Share Option Schemes will entitle the participant to
acquire Shares at a price determined in accordance with the rules of the
Schemes. The options will be exercisable within a period of ten years from the
date of grant by a participant who remains a director or employee of a
participating company, and subject to the satisfaction of certain conditions.

Shares issued and allotted pursuant to both of the Schemes will rank pari passu
in all respects with Shares then in issue except for dividends and other
entitlements arising by reference to a date prior to the date on which the
relevant option is exercised.

The Takeover Code

Rule 9 mandatory offer
Under Rule 9 of the Takeover Code, any person who acquires shares which, taken
together with shares already held by him or shares held or acquired by any
person acting in concert with him (the 'concert party group'), carry 30 per
cent. or more of the voting rights of a company which is subject to the Takeover
Code is normally required to make a general offer to all the remaining
shareholders to acquire their shares.

Similarly, when any person or persons acting in concert already hold more than
30 per cent., but not more than 50 per cent., of the voting rights of such
company, a general offer will normally be required if any further shares
increasing their percentage of the voting rights are acquired.

Any offer under Rule 9 must be in cash and at the highest price paid within the
preceding 12 months for any shares in the company by the person required to make
the offer or any person acting in concert with him.

The maximum potential percentage shareholding
The Zimmer Family will hold 34.96 per cent. of the Enlarged Issued Share Capital
following the completion of the Transaction and the exercise of options granted
to Dr Zimmer pursuant to the proposed share option schemes.

Takeover Panel approval
The Takeover Panel has agreed, subject to the approval of the Shareholders, to
waive the requirement, which would otherwise arise as a result of the
Transaction, for a general offer to be made to all Shareholders under Rule 9 of
the Takeover Code. Accordingly a resolution is being proposed at the EGM and
will be taken on a poll of Shareholders.

The Directors of GI consider that the proposed acquisition of ImmuPharma and
other matters to be proposed at the Extraordinary General Meeting to be in the
best interests of GI Shareholders as a whole.

The Directors of GI, who have been so advised by KBC Peel Hunt, consider that
the proposed waiver of an obligation under the Takeover Code, to be proposed at
the Extraordinary General Meeting to be fair and reasonable and in the best
interests of Shareholders as a whole. In providing advice to the Directors of
GI, KBC Peel Hunt has taken into account the Directors' commercial assessment.

ImmuPharma develops specialised drug candidates on which any assessment requires
a high level of relevant technical knowledge. The Directors of GI have taken and
relied upon what they believe is an appropriate level of professional advice and
enquiry in deciding to recommend the Transaction and issue this document.

Accordingly, the Directors of GI will unanimously recommend all Shareholders to
vote in favour of the Resolutions at the Extraordinary General Meeting, as they
have irrevocably undertaken to do in respect of our beneficial holdings
totalling 1,480,000 Shares, representing approximately 35.2 per cent of the
Company's existing issued share capital.

This announcement does not constitute an offer or invitation to subscribe for

Dawnay Day, which is regulated by the Financial Services Authority, is acting
for GI in its capacity as prospective Nominated Adviser and for ImmuPharma and
no-one else. It will not be responsible to any other person for providing the
protections afforded to customers of Dawnay Day or for giving advice in relation
to the Transaction.

KBC Peel Hunt, which is regulated by the Financial Services Authority, is acting
for GI and no-one else. It will not be responsible to any other person for
providing the protections afforded to customers of KBC Peel Hunt or for giving
advice in relation to the Transaction.

The following definitions apply throughout this announcement, unless the context
requires otherwise:
'Admission'               the admission of the GI Shares, in issue and to be 
                          issued in connection with the Transaction, to trading
                          on AIM becoming effective in accordance with the AIM

'AIM'                     the Alternative Investment Market of the London Stock

'AIM Rules'               the rules for AIM companies and their nominated 
                          advisers issued by the London Stock Exchange from 
                          time to time

'Board'                   the board of directors of the Company
                          from time to time

'GI' or 'the Company'     General Industries PLC

'GI Shares' or ' Shares'  ordinary shares of 10p each in the capital of GI

'Board' or 'Directors'    the board of directors of GI

'CNRS'                    Centre Nationale de la Recherche Scientifique, a 
                          French government research institution

'Consideration Shares'    new shares to be issued under the Share Sale Agreement

'Dawnay Day'              Dawnay, Day Corporate Finance Limited

'Enlarged Group'          the company and its subsidiaries following completion
                          of the Transaction

'Enlarged Issued Share Capital' the issued share capital of the Company
                          following completion of the Transaction

'Extraordinary General Meeting' the Extraordinary General meeting of GI, at
 or 'EGM'                 which  resolutions to approve the Transaction will
                          be proposed

'Existing Shares'         the 4,200,000 issued Shares as at the date of this
                          document prior to the Transaction

'GI' or the 'Company'     General Industries PLC

'ImmuPharma'              Immupharma plc, which has resolved to change its name
                          to Immupharma UK Ltd subject to the passing of the

'ImmuPharma France'       ImmuPharma (France) SA a company Incorporated in
                          France, a subsidiary of ImmuPharma plc and formerly
                          named Bio Delivery Systems SA.

'ImmuPharma Group'        the Company and its subsidiaries ImmuPharma
 or 'ImmuPharma'          Switzerland and ImmuPharma France 

'ImmuPharma Switzerland'  ImmuPharma AG, a company Incorporated in Switzerland, 
                          a subsidiary of ImmuPharma plc and formerly named 
                          Zimmer & Associates AG

'ImmuPharma Shares'       ordinary shares of 1p each in the capital of 

'ImmuPharmaVendors'       the holders of ImmuPharma Shares who have signed the
                          Share Purchase Agreement

'KBC Peel Hunt'           KBC Peel Hunt Limited

'London Stock Exchange'   London Stock Exchange plc

'Placing'                 the issue of new shares pursuant to the Placing

'Placing Agreement'       the Agreement dated 20 January 2006 between the 
                          Company, KBC Peel Hunt, and Dawnay Day and others 

'Placing Shares'          the shares to be issued pursuant to the Placing

'Present Directors'       R. Wollenberg, A. Shakesby, D. Joseph, I. Reynolds
'Proposed Directors'      R.Warr, D. Dimitriou, R. Zimmer, P. Walker-Taylor, 
                          D.Paterson, A Johnson

'Resolutions'             the resolutions to be proposed at the EGM 

'Share Purchase Agreement' the Agreement dated 20 January 2006 between the
                          ImmuPharma Vandors (1) and the Company (2) for the 
                          purchase by the Company of all the issued ImmuPharma 

'Shareholder'             a holder of Shares

'Share Option Schemes'    the Company's proposed new Inland Revenue approved
                          company share ownership plan and unapproved share
                          option scheme

'Takeover Code'           the City Code on Takeovers and Mergers

'Transaction'             the proposed acquisition by the Company of 
                          ImmuPharma pursuant to the Share Purchase Agreement
                          and the Placing

'Zimmer Family'           Dr Robert Zimmer, Mme Elizabeth Zimmer, Mlle Camille
                          and Mlle Lucie Zimmer

                      This information is provided by RNS
            The company news service from the London Stock Exchange

a d v e r t i s e m e n t