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Friday 15 December, 2006

S.P. Angel Corporate

Offer for Kuju plc

S.P. Angel Corporate Finance LLP
15 December 2006


 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM THE REPUBLIC OF IRELAND, THE UNITED STATES OF AMERICA,
   CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD
        CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


                                15 December 2006



                             RECOMMENDED CASH OFFER

                                       by

                        S.P. Angel Corporate Finance LLP

                                  on behalf of

                      Catalis Development Services Limited
                  (a wholly owned subsidiary of Catalis N.V.)

                                      for

                                    Kuju plc

Summary

*       The Boards of CDS and Kuju are pleased to announce today that they have
        agreed the terms of a recommended cash offer, to be made by S.P. Angel,
        on behalf of CDS, to acquire the entire issued and to be issued 
        ordinary share capital of Kuju.

*       The Offer will be 25 pence in cash for each Kuju Share, valuing the 
        entire issued and to be issued ordinary share capital of Kuju at 
        approximately £4.375 million.

*       The Offer Price represents a premium of approximately 53.8 per cent. 
        to the Closing Price of 16.25 pence for each Kuju Share on 14 December 
        2006, being the last business day prior to the date of this 
        announcement.

*      CDS and Catalis have received irrevocable undertakings to accept, or 
       procure acceptance of, the Offer from all of the Kuju Directors who hold 
       Kuju Shares and from Singer and Friedlander Investment Management 
       Limited in respect of,in aggregate, 8,614,437 Kuju Shares, representing 
       approximately 54.6 per cent. of the existing issued ordinary share 
       capital of Kuju.

*      The Kuju Directors, who have been so advised by Noble, Kuju's financial
       adviser, consider the terms of the Offer to be fair and reasonable. In
       providing advice to the Kuju Directors, Noble has taken into account the
       commercial assessments of the Kuju Directors. Accordingly, the Board 
       of Kuju intends to unanimously recommend that Kuju Shareholders accept 
       the Offer, as the Kuju Directors have irrevocably undertaken to do in 
       respect of their own beneficial holdings of Kuju Shares.

*      The CDS Directors believe that Kuju would be a good strategic fit with 
       the Catalis Group both operationally and culturally. The Kuju Group 
       operates in complementary markets to the Catalis Group with limited 
       overlap between the products and services of the two groups. The CDS 
       Directors believe that the combination of the Catalis Group with the 
       Kuju Group would create an opportunity to take advantage of the trends 
       towards scale and outsourcing in the digital media industry.

The Offer Document and Form of Acceptance will be posted to Kuju Shareholders 
(and,for information only, to holders of Kuju Deferred Shares, Kuju Warrants, 
Kuju Loan Notes and Kuju Options) as soon as practicable. The Offer is not 
being made,directly or indirectly, in or into a Restricted Jurisdiction. Copies
of the Offer Document and the Form of Acceptance will be available from Capita 
Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, 
Kent BR34TU.

Commenting on the Offer, Robert Kaess, member of the Catalis Management Board, 
said:'Catalis are looking forward to working with Kuju, growing the enlarged 
group into a scaleable digital media business. The acquisition strengthens 
Catalis' position to take advantage of trends in the digital media industry.'

Commenting on the Offer, Jonathan Newth, Kuju's CEO, said:
'We are pleased that CDS has today announced its Offer for Kuju. The Offer 
Price of 25 pence per Kuju Share represents an attractive premium to the 
current Kuju Share price. Kuju is operating in a fast growing market which is 
consolidating and the Kuju Directors believe that there are considerable 
benefits to Kuju in becoming part of an enlarged, diversified organisation 
with greater critical mass. Catalis operates in complementary markets to Kuju 
and its customers and the combination of both companies will create a digital 
media services business of significant scale.'

ENQUIRIES

Catalis Group
Robert Kaess
+49 89 2111 280

S.P. Angel Corporate Finance LLP (Financial adviser to CDS
and Catalis)
David Facey
+44 (0)20 7616 4752

Kuju plc
Jonathan Newth
Chief Executive Officer
+44 (0)1483 414 344

Noble & Company Limited (Financial adviser and broker to
Kuju)
Nick Naylor
Nick Athanas
+44 (0)20 7763 2200


This summary should be read in conjunction with, and is subject to, the full
text of this announcement. Appendix II to this announcement contains 
definitions of certain expressions used in this summary.


The conditions to which the Offer will be subject are set out in Appendix I to
this announcement.


This announcement does not constitute, or form part of, an offer or 
solicitation of any offer to sell or an invitation to purchase any securities 
or the solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer will be made solely by the Offer Document and a notice to
be published in the London Gazette and (in relation to Kuju Shares in
certificated form) the Form of Acceptance, which will together contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. Any acceptance or other response to the Offer should be made on the
basis of the information contained in the Offer Document and (in relation to
Kuju Shares in certificated form) the Form of Acceptance.


The availability of the Offer to Kuju Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. In particular, the Offer will not be made directly or
indirectly in or into a Restricted Jurisdiction. Persons who are not resident 
in the United Kingdom should inform themselves about, and observe, any 
applicable legal or regulatory requirements.


Unless determined by CDS and permitted by applicable law and regulation, the
Offer is not being, and will not be, made, directly or indirectly, in or into,
or by the use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or by any facilities of a national securities
exchange of, a Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement and any other
documents related to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction, and persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not mail or
otherwise distribute or send such documents in, into or from a Restricted
Jurisdiction as doing so may invalidate any purported acceptance of the Offer.


Further details in relation to overseas Kuju Shareholders will be contained in
the Offer Document.


This announcement contains certain forward-looking statements, including
statements regarding CDS' plans, objectives and expected performance. Such
statements relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions. There are a
number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements,
including, among others, the enactment of legislation or regulation that may
impose costs or restrict activities; the re-negotiation of contracts or
licences; fluctuations in demand and pricing in the media industry; fluctuations
in exchange controls; changes in government policy and taxations; industrial
disputes; war and terrorism. These forward-looking statements speak only as at
the date of this announcement.


S.P. Angel - an appointed representative of S.P. Angel & Co. Limited, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority - is acting exclusively as financial adviser to CDS and Catalis and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than CDS and Catalis for providing the protections
afforded to clients of S.P. Angel nor for providing advice in connection with
the Offer or this announcement or any matter referred to in this announcement.


Noble, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Kuju and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Kuju for providing the protections afforded to
customers of Noble nor for providing advice in connection with the Offer or this
announcement or any matter referred to in this announcement.


Dealing disclosure requirements


Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Kuju, all 'dealings' in any 'relevant securities' of Kuju by such
person (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. on the London business day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances; lapses or is
otherwise withdrawn; or on which the 'offer period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of Kuju,
they will be deemed to be a single person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Kuju by Catalis or Kuju or by any of their respective
'associates' (within the meaning of the Code), must be disclosed no later than
12.00 noon on the London business day following the date of the relevant
transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in doubt as to the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel by telephone (+44 (0)20 7382
9026) or by fax (+44 (0)20 7236 7005).


The members of the management board of Catalis and the directors of CDS accept
responsibility for the information contained in this announcement (other than
the information relating to Kuju, the Kuju Directors, members of their immediate
families, related trusts and connected persons). To the best of the knowledge
and belief of the members of the management board of Catalis and the directors
of CDS (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of that information.


The directors of Kuju accept responsibility for the information contained in
this announcement relating to Kuju (other than the statements expressed to be
opinions of the directors of CDS), the Kuju Directors, members of their
immediate families, related trusts and connected persons. To the best of the
knowledge and belief of the directors of Kuju (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of that information.




THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
 PART, IN, INTO OR FROM THE REPUBLIC OF IRELAND, THE UNITED STATES OF AMERICA,
   CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD
        CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


                                15 December 2006


                             RECOMMENDED CASH OFFER

                                       by

                        S.P. Angel Corporate Finance LLP

                                  on behalf of

                      Catalis Development Services Limited
                  (a wholly owned subsidiary of Catalis N.V.)

                                      for

                                    Kuju plc

  1.  Introduction

      The Boards of CDS and Kuju are pleased to announce that they have reached
      agreement on the terms of a recommended cash offer, to be made by S.P.
      Angel, on behalf of CDS, to acquire the entire issued and to be issued
      ordinary share capital of Kuju.

  2.  The Offer

      The Offer, which will be subject to the terms and conditions set out in
      Appendix I to this announcement and will be subject to the further terms
      set out in the Offer Document and (in relation to Kuju Shares in
      certificated form) the Form of Acceptance, will be made on the following
      basis:

         for each Kuju Share                    25 pence in cash

      The Offer values the entire issued and to be issued ordinary share capital
      of Kuju at approximately £4.375 million. With regard to the total
      approximate value of the Offer, the entire issued and to be issued
      ordinary share capital of Kuju is treated for these purposes as
      comprising: (a) 15,772,192 issued Kuju Shares; (b) 1,429,607 Kuju Shares
      under option which have an exercise price of less than the Offer Price and
      which CDS anticipates will be exercised by their respective holders in
      order to receive the cash benefit of the Offer; and (c) 300,000 Kuju
      Shares which are issuable upon exercise in full of the Kuju Warrants
      (certain of the holders of the Kuju Warrants having undertaken (on the
      basis described in paragraph 9 of this announcement) to exercise their
      Kuju Warrants in full and accept the Offer in respect of all of the
      Warrant Shares which are issued pursuant to such exercise).

      The Offer Price represents a premium of approximately 53.8 per cent. to
      the Closing Price of 16.25 pence for each Kuju Share on 14 December 2006,
      being the last business day prior to the date of this announcement.

  3.  Terms and Conditions of the Offer

      Kuju Shares will be acquired pursuant to the Offer fully paid and free
      from all liens, equities, charges, encumbrances, rights of pre-emption and
      any other third party rights or interests of any nature whatsoever and
      together with all rights now or hereafter attaching thereto, including
      voting rights and, without limitation, the right to receive and retain in
      full all dividends and other distributions (if any) declared, made or paid
      on or after the date of this announcement. The conditions and certain
      further terms of the Offer are set out or referred to in Appendix I to
      this announcement.

  4.  Information on Kuju

      The Kuju Group is one of Europe's leading independent developers of
      interactive entertainment software for a variety of platforms. Kuju
      operates across five studios in the UK including studios in Godalming,
      London, Sheffield and Brighton. It was formed in 1998 through the
      management buyout of Simis Limited and its shares were admitted to trading
      on AIM in May 2002. The Kuju Group has a strong development capability and
      has been creating interactive games for a number of major games publishers
      for over 8 years.

      The Kuju Group is currently working on projects with Electronic Arts,
      Nintendo, Sony Computer Entertainment Europe, Ubisoft, Atari, Vivendi
      Universal Entertainment, Marvelous Interactive and other unannounced games
      publishers.

      For the 12 months ended 31 March 2006, Kuju generated turnover of £9.3
      million (2005: £7.7 million) and incurred an operating loss of £1.1
      million (2005: £0.1 million). Kuju incurred a loss per ordinary share of
      0.071 pence for the 12 months ended 31 March 2006 (2005: 0.01 pence).

  5.  Information relating to Catalis and CDS

      Catalis is a public limited liability company organised under the laws of
      the Netherlands and was established in 2000. The aggregate annualised
      turnover of the Catalis Group for the year ended 31 December 2005 was
      approximately Euro 7.9 million.

      CDS is a private limited company incorporated in England and Wales on 30
      October 2006 and is a wholly owned subsidiary of Catalis. CDS has not
      traded or entered into any material obligation since its incorporation,
      other than in connection with the financing of the Offer and engaging
      advisers in connection with the Offer. CDS was set up by Catalis for the
      sole purpose of effecting the acquisition of Kuju. Catalis will lend CDS
      the necessary cash consideration payable under the Offer.

      Catalis is a provider of quality assurance services for the digital media
      industry. The business is operated from its subsidiaries Testronic
      Laboratories, PMTC N.V. and IQC Inc., in six international locations.
      Catalis is listed on the 'General Standard' segment of the Frankfurt Stock
      Exchange and acts as a management and financial holding company.

      Catalis focuses on content verification, functionality testing,
      compatibility testing, emulation and a wide range of additional services
      for content providers. Under the brand name Testronic Laboratories,
      Catalis offers product verification services that are tailored to meet the
      needs of the media industry.

  6.  Background to and reasons for recommendation of the Offer

      Set out in paragraph 15 of this announcement is the intention of the Kuju
      Directors to recommend that Kuju Shareholders accept the Offer. In forming
      their views, the Kuju Directors have taken the following factors into
      account:

*     the Offer Price of 25 pence per Kuju Share represents a premium of
      approximately 53.8 per cent. to the Closing Price of 16.25 pence per Kuju
      Share on 14 December 2006 (being the last business day prior to the date
      of this announcement) and a premium of approximately 118.4 per cent. to
      the average Closing Price of a Kuju Share for the six month period ended
      on 14 December 2006;

*     it is difficult to value Kuju on the basis of a multiple of earnings
      because it has not made a profit in recent years. Kuju's fully diluted
      loss per share for the year ended 31 March 2006 was 0.071 pence per Kuju
      Share (based on the weighted average number of Kuju Shares in issue for
      the year ended 31 March 2006);

*     Kuju's business and prospects are subject to a number of risks. In
      particular, trading conditions in the game development industry have
      generally been difficult since Kuju's admission to trading on AIM in 2002
      and Kuju's financial performance is dependent upon the successful launch
      of its titles and the future royalties derived from such titles. As such,
      the risk profile of the business is likely to be high for investors in the
      mid-term. As a result of these and other factors, the Kuju Directors
      believe that Kuju would benefit from being part of an enlarged,
      diversified organisation with greater critical mass. By accepting the
      Offer, Kuju Shareholders will receive cash for their Kuju Shares and will
      no longer be exposed to the risks inherent in Kuju that could affect the
      value of Kuju Shares; and

*     Kuju may, as part of its business strategy, seek to raise further capital
      in the future (if the Offer does not become, or is not declared,
      unconditional in all respects). There can be no certainty that debt or
      equity capital will be available to Kuju on terms acceptable to the Kuju
      Board, or at all. If Kuju were unable to raise additional finance the
      growth of Kuju's business would likely be constrained.

  7.  Current trading and prospects

      On 1 September 2006, Kuju announced its final results for the 12 months
      ended 31 March 2006. For this period, Kuju generated turnover of £9.3
      million and an operating loss of £1.1 million. Two one-off events, namely
      losses associated with a client, HIP Interactive Inc., going into
      receivership and the disposal of approximately 80 per cent. of the loss
      making division, Kuju Wireless Publishing Limited, incurred costs and
      write offs which contributed to the level of operating loss incurred by
      Kuju during that period.

      Since the year end, Kuju has signed a number of agreements with major
      publishers for new projects and the four console work-for-hire studios are
      in aggregate performing well. Kuju continues to invest in its Rail
      Simulator project; future returns from this project, which is currently
      behind schedule, are dependent on the success of the game when it is
      released into the market. The Kuju Board believes that both the general
      market conditions and opportunities for Kuju's personal computer and
      console studios are improving. However, the market remains volatile and
      completing publishing deals can take considerable time.

  8.  Directors, management and employees

      The CDS Board have confirmed to the Kuju Directors that, on the Offer
      becoming or being declared unconditional in all respects, CDS has no
      current intention to vary the existing employment rights, including
      pension rights, of the Kuju Group employees (save in respect of certain of
      the Kuju Directors, as described below).

      Dominic Wheatley, Edward Levey and Leslie Edgar, the non-executive
      directors of the Kuju Board, have each confirmed that they will resign
      from the Board of Kuju upon the later of the Offer becoming or being
      declared unconditional in all respects and the date on which any required
      proposals are made to the holders of Kuju Options, Kuju Loan Notes and
      Kuju Warrants in accordance with Rule 15(e) of the Code, in each case
      subject to the existing rights under their letters of appointment.
      Catalis has invited each of Jonathan Newth and Ian Baverstock (the 'Kuju
      Executive Managers') to remain as executive directors of Kuju following
      the Offer becoming or being declared unconditional in all respects.
      Catalis has agreed to establish an Employee Benefit Trust (the 'EBT') for,
      amongst others, the Kuju Executive Managers by, inter alia, settling a
      convertible bond (the 'Convertible Bond') on the EBT. Pursuant to the
      conversion terms of the Convertible Bond (which are triggered in the event
      that certain challenging performance criteria relating to the
      profitability of Kuju and other conditions are satisfied, including
      remaining in employment at the vesting dates), the EBT will be granted
      securities in respect of an aggregate of up to 2,311,000 ordinary shares
      in the capital of Catalis (representing approximately 10.1 per cent. of
      the existing issued ordinary share capital of Catalis). These securities
      will vest in two tranches of up to 1,155,500 ordinary shares in the
      capital of Catalis over a period of two years. In addition, where the
      challenging performance criteria relating to the profits of Kuju are
      exceeded, the EBT will be granted a percentage of such excess profits.
      This grant will be in the form of ordinary shares in the capital of
      Catalis representing a fixed cash amount.

      It is the wish of the Catalis Management Board that the trustees of the
      EBT (the 'Trustees') recognise that the Convertible Bond will only convert
      as a consequence of the Kuju Executive Managers' performance and would
      wish for the Kuju Executive Managers to be suitably rewarded. Whilst
      acknowledging that the Trustees are not bound to follow the wishes of
      Catalis, it is Catalis' intention to request that the Trustees consider
      holding any securities arising out of the conversion of the Convertible
      Bond in trust for the Kuju Executive Managers.

      Noble, which has advised the Kuju Directors, considers the terms of the
      arrangements between the EBT, the Trustees, the Kuju Executive Managers
      and Catalis described above to be fair and reasonable so far as other Kuju
      Shareholders are concerned.

      The Kuju Board welcomes the assurances received from Catalis referred to
      above as they are, in the view of the Kuju Board, in the interests of the
      Kuju Group and its employees.

  9.  Irrevocable undertakings

      CDS and Catalis have received irrevocable undertakings from all of the
      Kuju Directors who hold Kuju Shares to accept the Offer, and from all of
      the Kuju Directors who hold Kuju Warrants to exercise their Kuju Warrants
      and, in respect of the Warrant Shares issued pursuant to such exercise, to
      accept the Offer. The undertakings to exercise the Kuju Warrants and to
      accept the Offer in respect of the Warrant Shares issued pursuant to such
      exercise, applies only upon the Offer becoming or being declared
      unconditional in all respects. Irrevocable undertakings have therefore
      been received from the Kuju Directors in respect of, in aggregate
      6,834,135 Kuju Shares (excluding the Warrant Shares), representing
      approximately 43.3 per cent. of Kuju's existing issued ordinary share
      capital. These undertakings remain binding, even if a higher competing
      offer is announced by a third party, unless the Offer is withdrawn or
      lapses.

      These irrevocable undertakings also include Kuju Shares that may be issued
      to, or acquired by, the Kuju Directors pursuant to the terms of the Kuju
      Share Option Schemes and further requires them to accept any offer made by
      or on behalf of CDS to the holders of the Kuju Loan Notes and/or to the
      holders of Kuju Options (to the extent, in the case of the Kuju Options,
      that such Kuju Options have not been exercised.)

      CDS and Catalis have also received an irrevocable undertaking from Singer
      and Friedlander Investment Management Limited to accept, or procure the
      acceptance of, the Offer in respect of, in aggregate, 1,780,302 Kuju
      Shares, representing 11.3 per cent. of Kuju's existing issued ordinary
      share capital. This undertaking will cease to be binding if a higher
      competing offer, which represents an increase of at least 10 per cent. in
      cash over the value of the consideration available under the Offer, is
      announced by a third party, or if the Offer is withdrawn or lapses without
      becoming unconditional in all respects.

      Accordingly, CDS and Catalis have received irrevocable undertakings to
      accept, or procure the acceptance of, the Offer from Kuju Shareholders in
      respect of, in aggregate, 8,614,437 Kuju Shares, representing
      approximately 54.6 per cent. of Kuju's existing issued ordinary share
      capital.

      Unless specifically stated to the contrary, any statements regarding the
      number of Kuju Shares in respect of which an irrevocable undertaking has
      been given relate only to any such Kuju Shares which have been issued at
      the date of this announcement and not, without limitation, to any Warrant
      Shares or to any Kuju Shares issuable pursuant to any Kuju Options which
      have not been exercised on the date of this announcement.
      Further details of these irrevocable undertakings, including details of
      the circumstances when they will cease to be binding (if any), will be set
      out in the Offer Document.

 10.  Financing arrangements

      Catalis has lent CDS £4.72 million in cash in order to provide the finance
      for the consideration payable under the Offer. Catalis' loan to CDS is in
      turn financed in part through a loan of Euro 6.5 million which has been
      made to Catalis by Navigator Equity Solutions N.V.

      Full acceptance of the Offer by Kuju Shareholders (assuming the exercise
      in full of all outstanding Kuju Options which have an exercise price of
      less than the Offer Price, and of all Kuju Warrants) will result in a
      maximum consideration payable by CDS of approximately £4.375 million in
      cash. S.P. Angel is satisfied that sufficient cash resources are available
      to CDS to satisfy full acceptance of the Offer.

 11.  Compulsory acquisition, cancellation of trading and re-registration

      If CDS receives acceptances under the Offer in respect of, and/or
      otherwise acquires, 90 per cent. or more in nominal value and/or voting
      rights of the Kuju Shares to which the Offer relates and the Offer becomes
      or is declared unconditional in all respects, CDS intends to exercise its
      rights pursuant to the provisions of sections 428 to 430F (inclusive) of
      the Companies Act or, as appropriate, sections 974 to 991 (inclusive) of
      the Companies Act 2006, to acquire compulsorily any outstanding Kuju
      Shares not acquired or agreed to be acquired pursuant to the Offer or
      otherwise.

      Assuming that the Offer becomes or is declared unconditional in all
      respects, CDS intends to procure the making of an application by Kuju to
      the London Stock Exchange for the cancellation of the admission to trading
      of the Kuju Shares on AIM. It is anticipated that such cancellation of
      trading will take effect not less than 20 business days after the Offer
      becomes or is declared unconditional in all respects.

      The cancellation of the trading of the Kuju Shares on AIM would
      significantly reduce the liquidity and marketability of any Kuju Shares
      not assented to the Offer and their value may be affected. It is proposed
      that following such cancellation CDS will seek to procure the
      re-registration of Kuju as a private company under the relevant provisions
      of the Companies Act.

 12.  Offer Document and Form of Acceptance

      The Offer Document and the Form of Acceptance (in relation to Kuju Shares
      in certificated form) will be posted as soon as practicable to Kuju
      Shareholders (and, for information only, to holders of Kuju Deferred
      Shares, Kuju Warrants, Kuju Loan Notes, and Kuju Options).

      The Offer is not being made, directly or indirectly, in or into a
      Restricted Jurisdiction.

 13.  Kuju Options, Kuju Warrants and Kuju Loan Notes

      The Offer will extend to any Kuju Shares which are unconditionally
      allotted or issued and fully paid (or credited as fully paid) prior to the
      date on which the Offer closes (or such earlier date(s) as Kuju may,
      subject to the Code, decide) including any such Kuju Shares
      unconditionally allotted or issued pursuant to the exercise of Kuju
      Options and/or Kuju Warrants.

      As set out in paragraph 9 above, the irrevocable undertakings received
      from those Kuju Directors who are holders of Kuju Warrants include an
      undertaking to exercise their Kuju Warrants and accept the Offer in
      respect of the Kuju Shares they obtain as a result of that exercise.
      However, to the extent that the Kuju Warrants held by persons who are not
      Kuju Directors are not exercised, in the event that the Offer becomes or
      is declared unconditional in all respects, CDS intends to make appropriate
      proposals as soon as reasonably practicable to the holders of the Kuju
      Warrants.

      To the extent that Kuju Options are not exercised, in the event that the
      Offer becomes or is declared unconditional in all respects, CDS intends to
      make appropriate proposals as soon as reasonably practicable to the
      holders of the Kuju Options.

      In accordance with the terms of the Loan Note Instrument, the Kuju Loan
      Notes will only convert into Kuju Shares if they are not repaid by Kuju on
      25 April 2007. In the event that the Offer becomes or is declared
      unconditional in all respects, CDS intends to make appropriate proposals
      as soon as reasonably practicable to the holders of Kuju Loan Notes.
      Further details of the proposals will be sent to holders of the Kuju
      Options, Kuju Warrants and Kuju Loan Notes after the Offer becomes or is
      declared unconditional in all respects.

 14.  Kuju Deferred Shares

      In addition to the Kuju Shares to which the Offer will relate, the issued
      share capital of Kuju also includes Deferred Shares. The Offer will not
      relate to the Deferred Shares and the Panel has agreed that no comparable
      or other offer needs to be made with respect to the Deferred Shares in
      connection with the Offer and accordingly, no such offer will be made.

 15.  Recommendation

      The Kuju Directors, who have been so advised by Noble, consider the terms
      of the Offer to be fair and reasonable. In providing advice to the Kuju
      Directors, Noble has taken into account the commercial assessments of the
      Kuju Directors. Accordingly, the Kuju Directors intend to unanimously
      recommend that all Kuju Shareholders accept the Offer, as they have
      irrevocably undertaken so to do in relation to their own beneficial
      holdings of Kuju Shares amounting in aggregate to 6,834,135 Kuju Shares,
      representing approximately 43.3 per cent. of Kuju's existing issued
      ordinary share capital.

 16.  General

      Neither CDS, nor any of its directors, nor to the best of CDS' knowledge
      and belief, any person acting in concert with CDS is interested in or has
      any rights to subscribe for any Kuju Shares or has borrowed or lent any
      Kuju Shares nor does any such person have any short position whether
      conditional or absolute and whether in the money or otherwise (including a
      short position under a derivative) or any arrangement in relation to Kuju
      Shares. For these purposes 'interest' includes any long economic exposure,
      whether conditional or absolute, to changes in the price of securities and
      a person is treated as having an 'interest' by virtue of the ownership or
      control of securities or by virtue of any option (including traded
      options) in respect of, or derivative referenced to, securities and
      'arrangement' includes any agreement to sell or any delivery obligation or
      right to require another person to purchase or take delivery of Kuju
      Shares and also includes any indemnity or option arrangement, any
      agreement or understanding, formal or informal, of whatever nature
      relating to Kuju Shares which may be an inducement to deal or refrain from
      dealing in such securities.

      In accordance with Rule 2.10 of the Code, Kuju confirms that it has the
      following relevant securities in issue:

      15,772,192 ordinary shares of 5p each;
      8,385,417 deferred shares of 55p each;
      options to subscribe for 1,456,607 Kuju Shares;
      warrants to subscribe for 300,000 Kuju Shares; and
      £200,000 of unsecured convertible loan notes, convertible, in accordance
      with their terms, into 2,000,000 Kuju Shares.

      The International Securities Identification Number for the Kuju Shares is
      GB0031583932.


ENQUIRIES

Catalis Group
Robert Kaess
+49 89 2111 280

S.P. Angel Corporate Finance LLP (Financial adviser to Catalis Development
Services Limited and Catalis N.V.)
David Facey
+44 (0)20 7616 4752

Kuju plc
Jonathan Newth
Chief Executive Officer
+44 (0)1483 414 344

Noble & Company Limited (Financial adviser and broker to Kuju plc)
Nick Naylor
Nick Athanas
+44 (0)20 7763 2200


The conditions to which the Offer will be subject are set out in Appendix I to
this announcement. Appendix II to this announcement contains definitions of
certain expressions used in this announcement.


This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer will be made solely by the Offer Document and a notice to
be published in the London Gazette and (in relation to Kuju Shares in
certificated form) the Form of Acceptance, which together will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. Any acceptance or other response to the Offer should be made on the
basis of the information contained in the Offer Document and (in relation to
Kuju Shares in certificated form) the Form of Acceptance.


The availability of the Offer to Kuju Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. In particular, the Offer will not be made directly or
indirectly in or into a Restricted Jurisdiction. Persons who are not resident in
the United Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements.


Unless determined by CDS and permitted by applicable law and regulation, the
Offer is not being, and will not be, made, directly or indirectly, in or into,
or by the use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or by any facilities of a national securities
exchange of, a Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement and any other
documents related to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction, and persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not mail or
otherwise distribute or send such documents in, into or from a Restricted
Jurisdiction as doing so may invalidate any purported acceptance of the Offer.


Further details in relation to overseas Kuju Shareholders will be contained in
the Offer Document.


This announcement contains certain forward-looking statements, including
statements regarding CDS' plans, objectives and expected performance. Such
statements relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions. There are a
number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements,
including, among others, the enactment of legislation or regulation that may
impose costs or restrict activities; the re-negotiation of contracts or
licences; fluctuations in demand and pricing in the media industry; fluctuations
in exchange controls; changes in government policy and taxations; industrial
disputes; war and terrorism. These forward-looking statements speak only as at
the date of this announcement.


S.P. Angel - an appointed representative of S.P. Angel & Co. Limited, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority - is acting exclusively as financial adviser to CDS and Catalis and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than CDS and Catalis for providing the protections
afforded to clients of S.P. Angel nor for providing advice in connection with
the Offer or this announcement or any matter referred to in this announcement.


Noble, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Kuju and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Kuju for providing the protections afforded to
customers of Noble nor for providing advice in connection with the Offer or this
announcement or any matter referred to in this announcement.


Dealing disclosure requirements


Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Kuju, all 'dealings' in any 'relevant securities' of Kuju by such
person (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. on the London business day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances; lapses or is
otherwise withdrawn; or on which the 'offer period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of Kuju,
they will be deemed to be a single person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Kuju by Catalis or Kuju or by any of their respective
'associates' (within the meaning of the Code), must be disclosed no later than
12.00 noon on the London business day following the date of the relevant
transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in doubt as to the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel by telephone (+44 (0)20 7382
9026) or by fax (+44 (0)20 7236 7005).


The members of the management board of Catalis and the directors of CDS accept
responsibility for the information contained in this announcement, other than
the information relating to Kuju, the Kuju Directors, members of their immediate
families, related trusts and connected persons. To the best of the knowledge and
belief of the members of the management board of Catalis and the directors of
CDS (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of that information.


The directors of Kuju accept responsibility for the information contained in
this announcement relating to Kuju (other than the statements expressed to be
opinions of the directors of CDS), the Kuju Directors, members of their
immediate families, related trusts and connected persons. To the best of the
knowledge and belief of the directors of Kuju (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of that information.



                                   Appendix I


               Conditions and certain further terms of the Offer



1. The Offer, which will be made by S.P. Angel on behalf of CDS, will comply 
with the Code, will be governed by English law and will be subject to the
jurisdiction of the courts of England. The Offer will be made by S.P. Angel on
behalf of CDS on the terms and conditions set out in the Offer Document and (in
respect of certificated Kuju Shares) the Form of Acceptance and will include the
following conditions:




(a) valid acceptances being received (and not, where permitted, withdrawn) by
1.00 p.m. on the first closing date of the Offer (or such later time(s) and or
date(s) as CDS may, with the consent of the Panel and subject to the rules of
the Code, decide) in respect of not less than 75 per cent. (or such lesser
percentage as CDS may decide) in nominal value of the Kuju Shares to which the
Offer relates, provided that this condition will not be satisfied unless CDS
(together with any of its wholly owned subsidiaries) shall have acquired or
agreed to acquire, directly or indirectly, and whether pursuant to the Offer or
otherwise, Kuju Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at general meetings of Kuju including,
for the purpose of this condition (except to the extent otherwise agreed by the
Panel), any such voting rights attaching to any Kuju Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise. For the purposes of
this condition:


(i) any reference to the Companies Act shall include references to any
amendment, modification, extension, consolidation, replacement or re-enactment
(whether before or after the date of this announcement);


(ii) Kuju Shares which have been unconditionally allotted shall be deemed to
carry the voting rights they will carry upon issue;


(iii) the expression 'Kuju Shares to which the Offer relates' shall be construed
in accordance with sections 428 to 430F of the Companies Act; and


(iv) valid acceptances shall be deemed to have been received in respect of any
Kuju Shares which CDS and/or its subsidiaries shall, pursuant to section 429(8)
of the Companies Act, be treated as having acquired or contracted to acquire by
virtue of acceptances of the Offer;


(b) the Office of Fair Trading indicating, in terms satisfactory to CDS, that
the Office of Fair Trading or the Secretary of State for Trade and Industry does
not intend to refer the proposed acquisition of Kuju by CDS or any matters
arising there from to the Competition Commission and all appropriate time
periods (including any extensions of such time periods) for any person to apply
for a review of any such decision taken by the Office of Fair Trading or the
Secretary of State for Trade and Industry having expired or lapsed without any
such application having been made;


(c) no relevant authority having decided to take, institute or implement or
threatened, and there not continuing to be outstanding, any action, proceeding,
suit, investigation, enquiry or reference, and no relevant authority having
enacted, made or proposed any statute, regulation, decision or order or taken
any measures or other steps or required any action to be taken or information to
be provided or otherwise having done anything in each case which would or might
reasonably be expected (in each case to an extent which is material and adverse
in the context of the wider Kuju Group taken as a whole) to:


(i) make the Offer, its implementation or the acquisition or proposed
acquisition by CDS of any Kuju Shares void, unenforceable and/or illegal under
the laws of any relevant jurisdiction or otherwise, directly or indirectly,
restrain, restrict, prohibit or delay the same or impose additional conditions
or obligations with respect to the Offer or such acquisition, or otherwise
challenge, impede or interfere with the Offer or such acquisition or require
amendment to the terms of the Offer or such acquisition;


(ii) require, prevent or delay a divestiture or alter the terms envisaged for
any proposed divestiture by any member of the wider CDS Group or by any member
of the wider Kuju Group, in any such case, of all or any part of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct all or any portion of their respective
businesses or to own all or any portion of their respective assets or properties
which, in any such case, is material in the context of the wider CDS Group or
the wider Kuju Group, as the case may be, taken as a whole;


(iii) impose any limitation on, or result in a delay in, the ability of any
member of the wider CDS Group to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect of shares or
other securities in any member of the wider Kuju Group or to hold or exercise
effectively management control over any member of the wider Kuju Group in each
case to an extent which is material in the context of the wider CDS Group taken
as a whole;


(iv) except pursuant to the Offer or Part XIIIA of the Companies Act or, as
appropriate, Chapter 3 of Part 28 of the Companies Act 2006, require any member
of the wider CDS Group or of the wider Kuju Group to acquire, or offer to
acquire, any shares or other securities (or the equivalent) in any member of the
wider Kuju Group or any asset owned by any third party, such acquisition being
material in the context of the wider CDS Group or the wider Kuju Group, as the
case may be, taken as a whole;


(v) result in any member of the wider Kuju Group or the wider CDS Group ceasing
to be able to carry on business under any name under which it presently does so
which in any case is material in the context of the wider Kuju Group or the
wider CDS Group, as the case may be, taken as a whole; or


(vi) otherwise adversely affect any or all of the business, assets, profits,
financial or trading position or prospects of any member of the wider CDS Group
or any member of the wider Kuju Group (to an extent which is material in the
context of the wider CDS Group taken as a whole or, as the case may be, the
wider Kuju Group taken as a whole);


and all applicable waiting and other time periods (including any extension
thereof) during which any relevant authority could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation, enquiry
or reference or to take any other step under the laws of any jurisdiction having
expired, lapsed or been terminated;


(d) all authorisations and determinations which are necessary or reasonably
appropriate in any jurisdiction for or in respect of the Offer having been
obtained on terms and in a form reasonably satisfactory to CDS from all relevant
authorities or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any member of the wider Kuju Group has entered into
contractual arrangements and all such authorisations (where the absence of such
authorisations is of material significance to CDS in the context of the Offer)
remaining in full force and effect and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
authorisations and all necessary notifications, filings and applications,
including such notifications filings and applications as may be required to
national or supranational merger authorities, having been made and all
applicable waiting and other time periods (including any extensions thereof)
under any applicable legislation and regulations in any jurisdiction having been
complied with in each case in connection with the Acquisition or the Offer;


(e) save as Disclosed, there being no provision of any arrangement, agreement,
licence, permit, lease, franchise or other instrument to which any member of the
wider Kuju Group is a party or by or to which any such member or any of its
respective assets is or may be bound, entitled or be subject or any circumstance
which, in each case as a consequence of the Offer or the proposed acquisition of
any Kuju Shares or because of a change in control or management of Kuju or
otherwise, would or might reasonably be expected to result in, to an extent
which is material and adverse in the context of the wider Kuju Group taken as a
whole:


(i) any monies borrowed by, or any other indebtedness, actual or contingent of,
or any grant available to, any member of the wider Kuju Group being or becoming
repayable, or capable of being declared repayable, immediately or prior to its
or their stated maturity or repayment date, or the ability of any such member of
the wider Kuju Group to borrow monies or incur any indebtedness being or
becoming capable of being withdrawn or inhibited;


(ii) the rights, liabilities, obligations, interests or business of any member
of the wider Kuju Group under any such arrangement, agreement, licence, permit,
lease, franchise or instrument or the interests or business of any member of the
wider Kuju Group in or with any other firm or company or body or person (or any
agreement or arrangements relating to any such business or interests) being or
becoming capable of being terminated or modified or affected or any onerous
obligation or any liability arising or any adverse action being taken
thereunder;


(iii) the creation or assumption of any liabilities (whether actual, contingent
or prospective) by any member of the wider Kuju Group;


(iv) any asset, property or interest of, or any asset the use of which is
enjoyed by, any member of the wider Kuju Group being disposed of or charged in
any manner whatsoever, or ceasing to be available to any member of the wider
Kuju Group or any right arising under which any such asset or interest could be
required to be disposed of by, or could cease to be available to, any member of
the wider Kuju Group other than, in any such case, in the ordinary course of
business;


(v) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the wider Kuju Group or any such mortgage, charge or other security
interest (whether existing or having arisen) becoming enforceable;


(vi) the financial or trading position or prospects or the value of, any member
of the wider Kuju Group being prejudiced or adversely affected; or


(vii) any member of the wider Kuju Group being required to repay or repurchase
any shares in and/or indebtedness of any member of the wider Kuju Group owned by
any third party;


(f) save as Disclosed, since 31 March 2006 (being the date to which Kuju's last
published audited accounts were made up) no member of the wider Kuju Group
having:


(i) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities (other than as between Kuju and wholly owned subsidiaries
of Kuju ('Intra-Kuju Group Transactions') and other than any options granted,
and the issue of Kuju Shares on the exercise of options granted, under any of
the Kuju Share Option Schemes);


(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus in respect of shares, dividend or other distribution whether
payable in cash or otherwise (other than to Kuju or one of its wholly owned
subsidiaries);


(iii) save for Intra-Kuju Group Transactions, purchased or redeemed or repaid or
proposed the purchase, redemption or repayment of any of its own shares or other
securities (or the equivalent) or reduced or made any other change to any part
of its share capital;


(iv) modified the terms of the Kuju Share Option Schemes, or any of them, or
proposed, agreed to provide or modify the terms of any incentive scheme or other
benefit relating to the employment or termination of employment of any person
employed by the wider Kuju Group to an extent which is material and adverse in
the context of the wider Kuju Group taken as a whole;


(v) save for Intra-Kuju Group Transactions, made any change in its loan capital
or effected or implemented any merger or demerger or acquired, disposed of,
transferred, mortgaged, charged or granted security over any body corporate,
partnership or business or acquired or disposed of, or, other than in the
ordinary course of business, transferred, mortgaged or charged or created any
security interest over, any asset or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or announced
any intention to do so in each case which is material in the context of the
wider Kuju Group taken as a whole;


(vi) save for Intra-Kuju Group Transactions, issued, authorised or proposed the
issue of or made any change in or to any debentures or incurred or increased any
indebtedness or become subject to any liability (whether actual, contingent or
prospective) other than in the ordinary course of business and to an extent
which is material and adverse in the context of the wider Kuju Group taken as a
whole;


(vii) entered into or varied or announced its intention to enter into or vary
any contract, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which is of a loss-making, long term, unusual
or onerous nature or magnitude, or which involves an obligation of such a nature
or magnitude or which is other than in the ordinary course of business to an
extent which is material and adverse in the context of the wider Kuju Group
taken as a whole;


(viii) entered into or varied or made any offer (which remains open for
acceptance) to enter into or change the terms of any contract, service agreement
or arrangement with any director or senior executive of any member of the wider
Kuju Group;


(ix) save for Intra-Kuju Group Transactions, implemented, effected or
authorised, proposed or announced its intention to implement, effect, authorise
or propose any material reconstruction, amalgamation, commitment, scheme, or
other transaction or arrangement otherwise than in the ordinary course of
business;


(x) waived or compromised any material claim other than in the ordinary course
of business;


(xi) made any material alteration to its memorandum or articles of association
or other constitutional documents;


(xii) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding-up (voluntary or otherwise), dissolution, reorganisation or for the
appointment of any administrator, receiver, administrative receiver, trustee or
similar officer or other encumbrancer of all or any material part of its assets
or revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction;


(xiii) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;


(xiv) made or agreed or consented to any significant change to the terms of the
trust deeds constituting the pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees including the appointment of a trust corporation;


(xv) terminated any agreement or arrangement between any member of the wider
Kuju Group and any other person which is material in the context of the wider
Kuju Group taken as a whole; or


(xvi) entered into any contract, commitment, agreement or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or authorised or announced any intention to effect or propose, any
of the transactions, matters or events referred to in this condition;


(g) since 31 March 2006 (being the date to which Kuju's last published audited
accounts were made up) and save as Disclosed:


(i) there having been no adverse change or deterioration in the business,
assets, financial or trading position or profits or prospects of any member of
the wider Kuju Group which is material in the context of the wider Kuju Group
taken as a whole; or


(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Kuju Group is or may become a party
(whether as claimant or respondent or otherwise) having been threatened,
announced or instituted by or against or remaining outstanding against or in
respect of any member of the wider Kuju Group and no enquiry or investigation
by, or complaint or reference to, any relevant authority having been threatened,
announced, implemented or instituted or remaining outstanding, against or in
respect of any member of the wider Kuju Group in each case which is material in
the context of the wider Kuju Group taken as a whole; and


(h) save as Disclosed, CDS not having discovered:


(i) that any financial, business or other information concerning the wider Kuju
Group publicly disclosed or Disclosed to or on behalf of any member of the wider
CDS Group at any time by or on behalf of any member of the wider Kuju Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading to an extent
(in each case) which is material in the context of the wider Kuju Group taken as
a whole;


(ii) that any present member of the wider Kuju Group is subject to any liability
(whether actual, contingent or prospective) which is not disclosed or reflected
in the annual report and accounts for Kuju for the year ended 31 March 2006 and
which is material in the context of the wider Kuju Group taken as a whole;


(iii) that any past or present member of the wider Kuju Group has not complied
in all material respects with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health, or otherwise relating to environmental matters or the health and
safety of any person, or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission (whether or not this constituted a non-compliance by any person with
any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the wider Kuju Group
which in any case is material in the context of the wider Kuju Group taken as a
whole; and


(iv) there is, or is reasonably likely to be, any material liability, whether
actual or contingent, to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present member
of the wider Kuju Group or any controlled waters under any environmental
legislation, regulation, notice, circular, order or other lawful requirement of
any relevant authority or otherwise which in any case is material in the context
of the wider Kuju Group taken as a whole.


2. For the purposes of these conditions:


'authorisations' means authorisations, orders, grants, recognitions,
certifications, confirmations, consents, licences, clearances, exemptions,
permissions and approvals;


'Disclosed' means (i) as disclosed in Kuju's report and accounts for the year
ended 31 March 2006; (ii) as publicly announced by Kuju (by the delivery of an
announcement to an authorised Regulatory Information Service prior to 14
December 2006; (iii) as disclosed in the Offer Document; or (iv) as otherwise
fairly disclosed in writing, or in the documentation or written information
provided, to CDS or its advisers by or on behalf of Kuju prior to 14 December
2006 in the context of the Offer;


'relevant authority' means any central bank, government, government department
or governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national antitrust or merger
control authority), court, stock exchange, trade agency, professional
association or institution, environmental body or any other similar person or
body whatsoever in any relevant jurisdiction;


'wider CDS Group' means CDS and its immediate and ultimate shareholders, its
subsidiaries, subsidiary undertakings, associated undertakings and any other
undertaking or partnership or body corporate in which CDS and/or such
undertakings or associated companies (aggregating their interests) have a
substantial interest; and


'wider Kuju Group' means Kuju and its subsidiaries, subsidiary undertakings,
associated undertakings, and any other undertaking, partnership, body corporate
or joint venture in which Kuju and/or such undertakings or associated companies
(aggregating their interests) have a substantial interest.


For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking',
'associated company' and 'undertaking' will have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(l)(b) of Schedule 4A
of the Companies Act) and 'substantial interest' means a direct or indirect
interest in 20 per cent. or more of the equity share capital (as defined in the
Companies Act) of any undertaking.


3. CDS will reserve the right (but shall be under no obligation) to waive all or
any of the above conditions, in whole or in part except the condition contained
in paragraph (a) of Appendix I to this announcement.


4. If CDS is required by the Panel to make an offer for Kuju Shares under the
provisions of Rule 9 of the Code, CDS may make such alterations to any of the
above conditions of the Offer as are necessary to comply with the provisions of
that Rule.


5. The Offer will lapse if, before 1.00 p.m. on the first closing date of the
Offer or the date on which the Offer becomes or is declared unconditional as to
acceptances (whichever is later), (i) the Offer or any part of it is referred to
the Competition Commission; or (ii) following a request to the European
Commission under Article 22(3) of Council Regulation 139/2004/EC (the
'Regulation') in relation to the Offer or any part of it, which request is
accepted by the European Commission, the European Commission initiates
proceedings under Article 6(1)(c) of the Regulation.


6. The Offer will lapse unless all of the conditions other than condition (a)
have been fulfilled or (if capable of being waived) waived or, where
appropriate, have been determined by CDS to be or remain satisfied by no later
than 1.00 p.m. on the day falling 21 days after the latest of the first closing
date of the Offer and the date on which condition (a) is fulfilled (or in each
such case such later date as CDS, with the consent of the Panel may decide). CDS
shall be under no obligation to waive (if capable of waiver), determine to be or
treat as fulfilled any conditions by a date earlier than the latest date for
satisfaction thereof notwithstanding that the other conditions of the Offer may
at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment. CDS will not invoke any condition so as to cause the
Offer not to proceed unless the circumstances giving rise to the right to invoke
the condition are of material significance to CDS in the context of the Offer.
This does not apply to the condition contained in paragraph 1(a) of this
Appendix I.


7. If the Offer lapses the Offer will cease to be capable of further acceptance
and persons accepting the Offer and CDS will cease to be bound by Forms of
Acceptance submitted or Electronic Acceptances made on or before the time when
the Offer lapses.


8. Kuju Shares which are the subject of the Offer will be acquired fully paid
with full title guarantee, free from all liens, charges, equities, equitable
interests, encumbrances, rights of pre-emption or other third party rights or
interests of any nature whatsoever and together with all rights now are
hereafter attaching thereto, including voting rights and, without limitation,
the right to receive and retain in full, all dividends, interest, and other
distributions declared, paid or made on or after the date of this announcement.



                                  Appendix II


                            Definitions and Glossary



In this announcement, the following expressions have the following meanings
unless the context otherwise requires:

'Acquisition'      the proposed acquisition by CDS of Kuju, by means of the
                   Offer

'AIM'              the AIM market operated by the London Stock Exchange

'Australia'        the Commonwealth of Australia, its states, territories and
                   possessions

'Board' or         as the context requires, the board of directors of CDS or the
'Directors'        board of directors Kuju

'business day'     any day, other than a Saturday, Sunday or public or bank
                   holiday, on which banks are generally open for business in
                   the City of London

'Canada'           Canada, its provinces, territories and all areas subject to
                   its jurisdiction and any political sub-division thereof

'Catalis'          Catalis N.V., a company incorporated in The Netherlands

'Catalis Group'    Catalis and its subsidiary and associated undertakings,
                   including CDS

'Catalis           the members of the management board of Catalis, details of
Management Board'  which will be set out in the Offer Document

'CDS'              Catalis Development Services Limited, a wholly owned
                   subsidiary of Catalis incorporated in England and Wales

'CDS Directors' or the directors of CDS
'CDS Board'

'certificated' or  the description of a share or other security which is not in
'in certificated   uncertificated form (that is, not in CREST)
form'

'Closing Price'    the closing middle market quotation (as derived from the AIM
                   appendix to the Daily Official List) of a Kuju Share on the
                   date concerned (save that quotations for 14 December 2006
                   have been derived from the website of the London Stock
                   Exchange)

'Code'             the City Code on Takeovers and Mergers

'Companies Act'    the Companies Act 1985 (as amended)

'CREST'            the relevant system (as defined in the Regulations) in
                   respect of which CRESTCo is the Operator (as defined in the
                   Regulations)

'CRESTCo'          CRESTCo Limited, the operator of CREST

'CREST Manual'     the manual issued by CRESTCo from time to time

'Daily Official    the Daily Official List published by the London Stock
List'              Exchange

'Electronic        the inputting and settling of a TTE Instruction which
Acceptance'        constitutes or is deemed to constitute an acceptance of the
                   Offer on the terms set out in this announcement

'Euro' or '€'      the official currency of participating member states of the
                   European Community from time to time

'Form of           the form of acceptance relating to the Offer which will
Acceptance'        accompany the Offer Document (in respect of certificated Kuju
                   Shares only)

'Japan'            Japan, its cities, prefectures, territories and possessions,
                   and all other areas subject to its jurisdiction and any
                   political sub-division thereof

'Kuju'             Kuju plc, a public company incorporated in England and Wales

'Kuju Deferred     the deferred shares of 55 pence each in the capital of Kuju
Shares' or
'Deferred Shares'

'Kuju Directors'   the directors of Kuju
or 'Kuju Board'

'Kuju Group'       Kuju and its subsidiary and associated undertakings

'Kuju Loan Notes'  the unsecured convertible loan notes 2007 issued by Kuju
                   pursuant to the terms of the Loan Note Instrument

'Kuju Options'     options or other rights to acquire Kuju Shares under the Kuju
                   Share Option Schemes or otherwise

'Kuju              the holders of Kuju Shares
Shareholders' or
'Shareholders'

'Kuju Shares'      ordinary shares of 5 pence each in the capital of Kuju

'Kuju Share Option the Kuju plc Enterprise Management Incentive Scheme adopted
Schemes'           by the Kuju Directors on 28 March 2003 and amended on 31
                   January 2005 and the unapproved employee share option scheme
                   adopted by the Kuju Directors on 28 March 2003 and amended on
                   31 January 2005

'Kuju Warrants'    the warrants to subscribe for Kuju Shares issued by Kuju
                   pursuant to the terms of the Kuju Warrant Deed

'Kuju Warrant      the deed of warrant grant dated 25 April 2006 entered into by
Deed'              Kuju constituting the warrants provided for in the Loan Note
                   Instrument, further details of which will be set out in the
                   Offer Document

'Loan Note         the instrument dated 25April 2006 entered into by Kuju
Instrument'        creating £200,000 in nominal amount convertible loan notes,
                   with warrants attached, further details of which will be set
                   out in the Offer Document

'London Stock      London Stock Exchange plc
Exchange'

'Noble'            Noble & Company Limited, which is authorised and regulated in
                   the United Kingdom by the Financial Services Authority and
                   has its registered address at 76 George Street, Edinburgh,
                   EH2 3BU

'Offer'            the recommended cash offer to be made by S.P. Angel on behalf
                   of CDS to acquire all of the Kuju Shares on the terms and
                   subject to the conditions set out in the Offer Document and
                   (in respect of certificated Kuju Shares) the Form of
                   Acceptance and, where the context so requires any subsequent
                   revision, variation, extension or renewal thereof

'Offer Document'   the document and any revision thereof which will contain,
                   inter alia, the terms and conditions of the Offer

'Offer Price'      25 pence for every Kuju Share

'Panel'            the Panel on Takeovers and Mergers

'pounds', '£',     the lawful currency of the United Kingdom
'pence' or 'p'

'Regulations'      the Uncertificated Securities Regulations 2001 (SI 2001 No.
                   3755)

'Restricted        the United States, Canada, Australia, the Republic of Ireland
Jurisdiction'      or Japan or any other jurisdiction where extension or
                   acceptance of the Offer would violate the law of that
                   jurisdiction

'S.P. Angel'       S.P.Angel Corporate Finance LLP, which is an appointed
                   representative of S.P. Angel & Co. Limited, which in turn is
                   authorised and regulated in the United Kingdom by the
                   Financial Services Authority

'TTE Instruction'  a transfer to escrow instruction (as defined in the CREST
                   Manual)

'United States' or the United States of America, its possessions and
'US'               territories, all areas subject to its jurisdiction and any
                   sub-division thereof, any state of the United States and the
                   District of Columbia

'Warrant Shares'   all of the Kuju Shares issuable as a result of the exercise
                   of all of the outstanding Kuju Warrants, being 300,000 Kuju
                   Shares, or as the context may require, such number of Kuju
                   Shares as are issuable on exercise of any specified portion
                   of the Kuju Warrants


In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.


For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking',
'undertaking' and 'associated company' have the meanings given by the Companies
Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act).


All the times referred to in this announcement are London times, unless
otherwise stated.



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

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