Offer Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Recommended Offer by UBS Investment Bank on behalf of Microgen plc for AFA Systems plc Offer declared unconditional as to Acceptances The board of Microgen plc ('Microgen') announces that as at 3.00 p.m. (London time) on 8 September 2004, being the First Closing Date of the recommended offer ('Offer') for AFA Systems plc ('AFA') as set out in the offer document dated 18 August 2004 (the 'Offer Document'), Microgen had received valid acceptances of the Offer in respect of a total of 40,187,678 AFA Shares representing approximately 85.17 per cent of the existing issued ordinary share capital of AFA. Prior to the announcement of the Offer on 13 August 2004, Microgen had received irrevocable undertakings from the AFA Directors and irrevocable undertakings and non-binding letters of intent from certain other AFA Shareholders to accept the Offer in respect of a total of 22,731,692 AFA Shares, representing approximately 48.18 per cent of the existing issued share capital of AFA. Valid acceptances have been received in respect of 22,669,229 AFA Shares subject to the irrevocable undertakings and non-binding letters of intent and are included in the total number of valid acceptances referred to above. Valid acceptances in respect of the remaining 62,463 AFA Shares subject to the irrevocable undertakings and non-binding letters of intent have not yet been received. The board of Microgen announces that the Offer is declared unconditional as to acceptances. The Offer remains subject to the terms and conditions set out in the Offer Document dated 18 August 2004. Microgen has convened an EGM for 10.30am on 10th September 2004 for Shareholders to approve the Resolutions relating to the Offer and its implementation. The Offer will remain open for acceptance until further notice. The closing date for the Mix and Match Facility is 3.00pm (London time) on 9th September 2004 and no elections under the Mix and Match Facility received after this date will be valid. Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible. If AFA Shares are held in CREST acceptance should be made electronically so that the TTE instruction settles as soon as possible. Save as disclosed in this announcement, the Offer Document and the listing particulars in respect of New Microgen Shares which accompanies the Offer Document, ('Listing Particulars') prior to the commencement of the Offer Period on 13 August 2004, neither Microgen, nor any persons acting or deemed to be acting in concert with Microgen, held any AFA Shares (or any rights over AFA Shares) and neither Microgen nor any persons acting or deemed to be acting in concert with Microgen, have since acquired or agreed to acquire any AFA Shares (or any rights over AFA Shares). Unless the context otherwise requires, defined terms used in this announcement shall have the meanings given to them in the Offer Document and Listing Particulars. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer is made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The Offer is not being made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, Canada, Australia or Japan and the Offer cannot be accepted by any such use, means, instrumentality, facility or otherwise from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any accompanying documents are not being, and must not be mailed or otherwise distributed or sent in, into or from the United States, Canada, Australia or Japan and persons receiving such documents (including nominees, trustees and custodians) must not distribute or send them in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Shareholders are contained in the Offer Document. The New Microgen Shares to be issued in connection with the Offer have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States, nor has a prospectus in relation to the New Microgen Shares been lodged with, or registered by, the Securities Commission of any province or territory of Canada or the Australian Securities and Investments Commission or the Ministry of Japan. Accordingly, the New Microgen Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction outside the United Kingdom in which the offer of New Microgen Shares would constitute a violation of relevant laws or require registration thereof. UBS is acting exclusively for Microgen in connection with the Offer and no one else and will not be responsible to anyone other than Microgen for providing the protections afforded to clients of UBS or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein. Microgen Mike Phillips, Group Finance Director Phone: 01753 847122 UBS Investment Bank Nick Adams Phone: 020 7567 8000 Financial Dynamics Giles Sanderson Phone: 020 7831 3113
UK 100

Latest directors dealings