WCRX Warner Chilcott

RNS Number:5640G
Waren Acquisition Limited
17 December 2004


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM
                           AUSTRALIA, CANADA OR JAPAN



                                                                17 December 2004

DISCLOSURE UNDER RULES 8.1(a) and 8.3 OF THE CITY CODE ON TAKEOVERS AND MERGERS



On 17 December 2004, Waren Acquisition Limited ("Waren") acquired from Geoffrey
Elliott, a director of Warner Chilcott PLC ("Warner Chilcott"), one ordinary
share in Warner Chilcott for no consideration.  At the same time, Waren and Mr.
Elliot entered into a deed pursuant to which Waren agreed:



(a)        to release Mr. Elliot from his irrevocable undertaking dated 27
           October 2004 in relation to that share;

(b)        not to transfer or otherwise dispose of that share until the earlier
           of:
          (i) the date on which the Scheme becomes effective; and
          (ii) the date on which the Scheme lapses or is withdrawn.



The transfer described above has been undertaken for technical legal reasons in
relation to the Scheme.  Following registration of the transfer, Waren will hold
one ordinary share in Warner Chilcott and the beneficial interests of Mr.
Elliott, his immediate family and connected persons (within the meaning of
section 346 of the UK Companies Act 1985) will be 5,372,270 ordinary shares in
Warner Chilcott.



In this announcement, the "Acquisition" and the "Scheme" have the meanings given
in the circular from Warner Chilcott to its shareholders dated 17 November
2004."



GENERAL ENQUIRIES


Credit Suisse First Boston (Europe) Limited             Tel: +44 20 7888 8888
(Joint financial adviser to Waren)
Andrew Christie
Zachary Brech

Morgan Stanley & Co. Limited                            Tel: +44 20 7425 5000
(Joint financial adviser to Waren)
Gavin MacDonald
Colm Donlon



Credit Suisse First Boston (Europe) Limited, which is regulated by the Financial
Services Authority, is acting for Waren in connection with the Acquisition and
the Scheme and no-one else and will not be responsible to anyone other than
Waren for providing the protections afforded to customers of Credit Suisse First
Boston (Europe) Limited nor for providing advice in relation to the Acquisition
and the Scheme.



Morgan Stanley & Co. Limited, which is regulated by the Financial Services
Authority, is acting for Waren in connection with the Acquisition and the Scheme
and no-one else and will not be responsible to anyone other than Waren for
providing the protections afforded to clients of Morgan Stanley & Co. Limited
nor for providing advice in relation to the Acquisition and the Scheme.



This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.



Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from Australia, Canada or
Japan and will not be capable of acceptance by any such use, instrumentality or
facility within Australia, Canada or Japan and persons seeking such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from Australia, Canada or Japan.



The ability of Warner Chilcott shareholders who are not resident in the United
Kingdom, the United States or the Republic of Ireland to vote their Warner
Chilcott shares at the court meeting and/or Warner Chilcott extraordinary
general meeting, or to execute and deliver forms of proxy appointing another to
vote at the court meeting and/or Warner Chilcott extraordinary general meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located.  Persons who are not resident in the United Kingdom, the
United States or the Republic of Ireland should inform themselves of, and
observe, any applicable requirements.  Whether or not a Warner Chilcott
shareholder's Warner Chilcott shares are voted at the court meeting or the
Warner Chilcott extraordinary general meeting, if the Scheme becomes effective
those Warner Chilcott shares will be cancelled pursuant to the Scheme in return
for the payment of 862 pence per Warner Chilcott share.


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

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