RNS Number:6562L
Protherics PLC
29 May 2003

   Not for release, publication or distribution in or into the United States,
                           Canada, Australia or Japan


                               Recommended Offer

                     By WestLB Panmure Limited ("Panmure")

                                  On behalf of

                         Protherics PLC ("Protherics")

      To acquire the whole of the issued and to be issued share capital of

                           Enact Pharma plc ("Enact")


                 Offer declared unconditional as to acceptances


Panmure is pleased to announce on behalf of Protherics that the Offer to acquire
the entire share capital of Enact has been declared unconditional as to
acceptances and will remain open until further notice. Not less than 14 days'
notice will be given prior to the closing of the Offer.




The Offer remains conditional on the UK Listing Authority agreeing to admit the
Protherics Placing Shares to the Official List and the London Stock Exchange
agreeing to admit these shares to trading on its market for listed securities.




At 3.00 p.m. on 28 May 2003, the first closing date of the Offer, valid
acceptances of the Offer had been received in respect of a total of 36,203,180
Enact Shares, representing approximately 85.7 per cent. of Enact's current
issued share capital and approximately 85.7 per cent. of the Enact Shares to
which the Offer relates. None of such acceptances have been received from
persons acting in concert with Protherics.




Prior to the commencement of the Offer, irrevocable undertakings to accept the
Offer had been received in respect of, in aggregate, 11,612,830 Enact Shares,
representing 27.5 per cent. of Enact's issued share capital. In addition,
Protherics received a non-binding letter of intent to accept the Offer in
respect of a further 10,004,277 Enact Shares representing 23.7 per cent. of
Enact's issued share capital. Valid acceptances have been received in respect of
all of these shares subject to these undertakings and the letter of intent and
are included in the above total.




Other than as set out above, neither Protherics nor any person acting, or deemed
to be acting, in concert with it held any Enact Shares as at 1 May 2003, the day
before the commencement of the Offer Period, or has acquired or agreed to
acquire any Enact Shares (or rights over such shares) during the Offer Period.




Upon Protherics receiving acceptances under the Offer in respect of, and/or
otherwise acquiring, 90 per cent. or more of the Enact Shares to which the Offer
relates, Protherics intends to exercise its rights pursuant to the provisions of
sections 428 to 430F of the Act to acquire compulsorily Enact Shares to which
the Offer relates.


As described in the Offer Document, once the Offer becomes unconditional in all
respects, Protherics intends to procure the making of an application by Enact to
OFEX for the cancellation of the trading in Enact Shares. Cancellation of the
Enact listing will not take place until at least 20 Business Days after the date
when notice of its intention to seek the cancellation of Enact's listing is
given.


Enact Shareholders who wish to accept the Offer, and who have not done so,
should return the Form(s) of Acceptance as soon as possible. Further Forms of
Acceptances can be obtained from Neville Registrars Limited, Neville House, 18
Laurel Lane, Halesowen, West Midlands B63 3DA (tel: 0121 585 1131).


Terms defined in the Offer Document dated 7 May have the same meaning in this
press release unless the context otherwise requires.


29 May 2003


Protherics PLC
Andrew Heath, Chief Executive                                      020 7246 9950
Barry Riley, Finance Director                                       01928 518003

WestLB Panmure Limited
Juliet Thompson                                                    020 7020 5462

Enact Pharma plc
James Cooper                                                        07740 835289


The Maitland Consultancy
Brian Hudspith                                                     020 7379 5151
Simone Cheetham




WestLB Panmure Limited, which is regulated in the United Kingdom by The
Financial Services Authority, is acting exclusively for Protherics in connection
with the Offer and no-one else and will not be responsible to anyone other than
Protherics for providing the protections afforded to customers of WestLB Panmure
Limited, nor for giving advice in relation to the Offer.



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

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