Issue of Equity

Ardana PLC 20 September 2006 Ardana plc 20 September 2006 Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia and Japan Ardana plc ('Ardana') Proposed Placing and Open Offer of 9,585,380 New Ordinary Shares at 115 pence per Share raising £11.0 million Ardana announces today that it is proposing to raise approximately £9.9 million, net of expenses, by the issue of 9,585,380 New Ordinary Shares at a price of 115 pence per New Ordinary Share. A Prospectus issued by the Company containing details of the Placing and Open Offer and convening an EGM for 12 October 2006 is expected to be posted to Qualifying Shareholders today. Highlights of the fundraising are as follows: • Placing and Open Offer of 9,585,380 New Ordinary Shares at a price of 115 pence per New Ordinary Share to raise £11.0 million (£9.9 million net of expenses); • Open Offer to Qualifying Shareholders on the basis of 5 New Ordinary Shares for every 29 Existing Ordinary Shares; • Placing and Open Offer has been fully underwritten by Piper Jaffray, other than the Committed Shares; • The Issue Price of 115 pence per New Ordinary Share represents a 9.1 per cent. discount to the closing middle market price on the Business Day prior to announcement of the Placing and Open Offer; • Certain of the Directors have irrevocably undertaken to subscribe for a total of 44,573 New Ordinary Shares (being the Committed Shares) under the terms of the Open Offer; and • 5,493,362 New Ordinary Shares (being the Firm Placed Shares) have been conditionally placed firm by Piper Jaffray with institutional investors which will broaden the Company's institutional investor base. Use of proceeds: • approximately £5.7 million will be used to invest in the clinical development of Ardana's Growth Hormone Secretagogue (GHS) in its first indication as a diagnostic and second indication AIDS lipodystrophy; and • approximately £4.2 million will be used to launch and promote Emselex(R) in the UK, a product developed by Novartis for the treatment of overactive bladder for which Ardana has been granted sole and exclusive rights to launch and promote in the UK for ten years. Dr. Maureen Lindsay, Chief Executive Officer of Ardana, commented: 'We have always believed that the GHS programme represented significant potential value for the Company, and we are pleased to have the support of investors to accelerate this opportunity. We are delighted that Novartis has chosen Ardana to launch Emselex(R) in the UK market which we think is a tremendous endorsement of our sales and marketing capabilities. Emselex(R) has shown favourable efficacy, a low incidence of cardiovascular adverse events and in elderly healthy volunteers did not significantly impair memory function. We believe that Emselex(R) will offer health professionals an effective and well tolerated new treatment option for patients who experience overactive bladder symptoms and is an important addition to Ardana's portfolio.' Enquiries: Ardana plc +44 (0)131 226 8558 Dr Maureen Lindsay, Chief Executive Officer Graham Lee, Chief Financial Officer Piper Jaffray Ltd. +44 (0)20 7743 8700 Jamie Adams James Steel Financial Dynamics +44 (0)20 7831 3113 Julia Phillips A presentation for analysts will be held today at 10.45 a.m. for 11.00 a.m. at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB. Please call Gemma Cross Brown for further details on +44 (0)20 7269 7125. Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom by the Financial Services Authority and is a member of the London Stock Exchange, is acting for the Company and no-one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Placing and Open Offer or any other matter referred to herein. This press announcement has been issued by Ardana plc and is the sole responsibility of Ardana plc. The Placing and Open Offer is not, subject to certain exceptions, being made, directly or indirectly, in or into the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration. Neither the existing Ordinary Shares, nor the New Ordinary Shares nor the Open Offer Entitlements have been or will be registered under the US Securities Act or under the securities laws of any state of the United States, or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares made available under the Placing and Open Offer and the Open Offer Entitlements may not be offered, sold, taken up, delivered or transferred in or into the United States, Australia, Canada or Japan, and, subject to certain exceptions, Application Forms are not being posted to and no Open Offer Entitlements will be credited to a stock account of any person with a registered address in the United States, Australia, Canada or Japan. This announcement should not be issued, mailed or otherwise distributed or sent into the United States. All persons (including, without limitation, stockbrokers, banks or other agents) must observe these restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities. Any purchase of, or application for, the New Ordinary Shares should be made only on the basis of information contained in the Prospectus to be sent to Qualifying Shareholders shortly. The delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement nor that the information in it is correct as of any subsequent time. This announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's products, the Group's ability to find partners for the development and commercialisation of its products, the Group's liquidity and results of operations, as well as the Group's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, the acceptance of the Group's products by consumers and medical professionals, and the ability of the Group to identify and consummate suitable strategic and business combination transactions. Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia and Japan Ardana plc Proposed Placing and Open Offer of 9,585,380 New Ordinary Shares at 115 pence per Share Introduction Ardana announces today that it proposes to raise approximately £9.9 million, net of expenses, by way of a Placing and Open Offer of 9,585,380 New Ordinary Shares at 115 pence per Ordinary Share. The Placing and Open Offer, which is conditional, inter alia, upon the passing by Shareholders of the Resolutions at the EGM has been fully underwritten by Piper Jaffray (save for the Committed Shares). The New Ordinary Shares (other than the Committed Shares) have been conditionally placed by Piper Jaffray with institutional investors subject to claw back to satisfy valid applications from Qualifying Shareholders under the Open Offer (other than in respect of the Firm Placed Shares). Monies raised by the Placing and Open Offer will be used to develop EP01572 (GHS), the Company's oral growth hormone secretagogue and to launch and promote Emselex(R), a treatment for overactive bladder, in the UK, for which agreement has been reached with Novartis Pharmaceuticals UK Limited to grant Ardana sole and exclusive rights to launch and promote the product in the UK for a ten year term. GHS has for sometime been considered an asset which the Company believes has significant near and long term potential. Following a positive pre-IND meeting with the FDA, the Directors believe that GHS can be developed in a niche indication as a diagnostic for the diagnosis of growth hormone deficiency. In addition, Phase I results have shown that GHS can stimulate growth hormone release selectively without affecting other hormone levels. It was also shown to be well tolerated in Phase I clinical trials. Ardana believes that GHS has the potential to be the first oral therapy in the growth hormone market and could capture a significant share of this market currently estimated to be worth US$3.1 billion, if approved by the relevant authorities. Current therapies involve hormone replacement, principally for children, using daily subcutaneous injections. Therefore, the Company will invest in a registration trial for GHS as a diagnostic in the indication of growth hormone deficiency which the Company has identified as a niche indication with near term potential. Subject to the outcome of the trial and regulatory approval, the launch of the diagnostic indication could be as early as H1 2008 in the US and H2 2008 in the EU. It is expected that an early market entry of GHS as a diagnostic would provide Ardana with a strong platform from which to develop GHS as a therapeutic agent and to generate near term revenues. The Company also intends to undertake further clinical trials for the first potential therapeutic indication (AIDS lipodystrophy). This would allow Ardana to compete in this US$3.1 billion therapeutic market once approved. Agreement has been reached with Novartis Pharmaceuticals UK Limited for Ardana to be granted the sole and exclusive rights to launch and promote Emselex(R) (Darifenacin) for overactive bladder (OAB) in the UK for a 10 year term. Emselex(R), which has been launched in collaboration with Bayer Vital GmbH in Germany and Procter and Gamble Pharmaceuticals, Inc. in the US (where the product is known as Enablex(R)), is a product which fits extremely well with Ardana's therapeutic focus of human reproductive health. The product will be targeted to urologists, the same customer group as for InvicorpTM, which is expected to be launched by the end of 2006. An additional marketed product in the UK will leverage the current sales force who are currently promoting StriantTM SR to endocrinologists and urologists. This transaction presents an opportunity for the Group to grow its sales and marketing infrastructure in time for the UK launch of Testosterone Cream and GHS as a diagnostic, both of which could enter the market in 2008. Information and background on Ardana Ardana is an emerging pharmaceutical company focused on the discovery, development and marketing of innovative products to improve human reproductive health, in order to address areas of considerable unmet need in this US$25.5 billion market. Ardana's strategy is to manage risk by continuing to maintain a broad and balanced pipeline of products and product candidates through relationships with leading research institutions and the acquisition of products and intellectual property rights. The Group has already established a targeted sales force in the UK and intends to establish its own specialist sales and marketing infrastructure in the Group's five largest European markets to support the future launch of additional products as and when commercially appropriate. It is intended that such infrastructure will be in place in time to support the launch of Teverelix LA in Europe. In the interim, commercialisation of the Group's products will be by a combination of own infrastructure and strategic partnerships. Currently, Ardana's key customers are endocrinologists and urologists and, as the portfolio expands, the customer profile will include other reproductive health specialists such as obstetricians and gynaecologists. Ardana has already established a broad, balanced portfolio of products addressing a range of diseases and medical conditions within the human reproductive health market. This portfolio includes one marketed product (StriantTM SR) that was launched in the UK in June 2004 through Ardana's own sales force and has since been launched in Germany, the Nordic Region and the Republic of Ireland through partners. Another product (InvicorpTM has received marketing approval in one European territory (Denmark) and is being submitted for approval in the other European territories. Three other product candidates with clinical proof-of-concept (in four different indications) are being developed, two of which are expected to enter the market by H1 2008. These products are supplemented by a number of other products and technologies in various stages of development. It is Ardana's intention to continue to advance and add to the Group's pipeline of products under development. Ardana's lead products, each of which has been in-licensed or acquired are summarised below: StriantTM SR - A unique and innovative controlled-release buccal tablet containing 30mg of unmodified testosterone indicated for testosterone replacement therapy in men with confirmed male hypogonadism, the most common hormone deficiency in men. The StriantTM SR tablet is applied twice a day to the gum above the incisor tooth, providing a novel method of delivery compared with existing testosterone replacement products. In April 2004, marketing authorisation was granted for this product in the UK, where Ardana commenced commercial sales in June 2004. StriantTM SR has received a positive opinion under the Mutual Recognition Procedure for several other European countries. Through its local partners, Ardana commenced rolling-out the sale and distribution of StriantTM SR across European-licensed territories in 2005, starting with Germany and Ireland, and continued with the appointment of a partner and launch in the Nordic Region in 2006. InvicorpTM - An injectable treatment for erectile dysfunction. Marketing authorisation for InvicorpTM has already been granted in Denmark. Ardana intends to initiate mutual recognition proceedings and to commence sales in Europe by the end of 2006. Emselex(R) - Ardana has recently reached agreement with Novartis Pharmaceuticals UK Limited to be granted the sole and exclusive rights to launch and promote Emselex(R) for OAB in the UK for a ten year term. Emselex(R) was granted approval for the treatment of OAB in all 25 EU member states as well as Norway and Iceland in October 2004. Part of the net proceeds of the Placing and Open Offer will be used to launch and promote Emselex(R) in the UK. Oral GHS - GHS is a growth hormone secretagogue and is a novel synthetic compound that is orally active and stimulates the secretion of growth hormone from the patient's pituitary gland for the treatment of growth hormone disorders. Phase I trial results show that GHS stimulates growth hormone release in a selective manner without affecting the stimulation of other hormones. GHS may be able to be formulated in such a way that it can mimic the human body's daily growth hormone pulsatility. Part of the net proceeds of the Placing and Open Offer will go towards progressing clinical development of GHS in the first therapeutic indication. At the same time Ardana intends to complete a US registration trial for the use of GHS as a diagnostic for detection of growth hormone deficiency in adults following agreement of its plans at a pre-IND meeting with the FDA. Subject to a positive trial outcome and successful registration, Ardana believes that the diagnostic product could be on the US market as early as H1 2008 and in the EU in H2 2008. Testosterone Cream - A transdermal testosterone delivery system based on the Company's Bi-gel technology, which is in development for the treatment of male hypogonadism. The testosterone cream consists of both oil-based and water-based substances together with the active ingredient, testosterone, to form a smooth cream. The Directors believe that this product potentially offers important advantages over existing gel-based testosterone products. Clinical proof-of-concept has been established in a Phase II study. In December 2005 Ardana reached agreement with the FDA on the path forward for development of testosterone cream. Phase III trials are planned to commence in H2 2006 and the first commercial sales are expected to be in the US by H1 2008. Ardana also has the opportunity to develop additional compounds to market using the Bi-gel technology. Teverelix LA - A long-acting formulation of a GnRH (gonadotrophin releasing hormone) antagonist that binds with receptors in the pituitary gland, to provide dose-dependent control of the release of the sex hormones testosterone and oestradiol. This mode of action means that Teverelix LA can be used as an ' 'on/off'' or ''dimmer'' switch for hormone release. Ardana is developing Teverelix LA to treat three initial indications: prostate cancer, benign prostatic hyperplasia (BPH) and endometriosis. In Phase I trials, Teverelix LA was well tolerated and demonstrated a dose dependent reduction of testosterone in men and oestradiol in women. In two initial Phase II studies in patients with advanced prostate cancer, the product was well tolerated and testosterone was reduced in all treated patients to levels equivalent to those achieved by castration. In a Phase II study in patients with BPH Teverelix demonstrated a statistically significant improvement in symptoms of BPH as measured by the International Prostate Symptom Score. Additional Phase II trials in prostate cancer and BPH are currently underway. In 2005 Ardana reached agreement with the FDA on the path forward for development of Teverelix in prostate cancer and BPH. Progress since the IPO Since the Company successfully completed its listing on the main market of the London Stock Exchange in March 2005 the Company has made significant progress in all areas of its business and has utilised the net proceeds from the IPO to achieve many of the objectives that the Directors set out at that time. In terms of key research and development objectives at the time of the IPO the Company has announced successful results of a second Phase II study of Teverelix LA in patients with advanced prostate cancer, a Phase II study of Teverelix LA in BPH and Phase I data for the proposed indication of endometriosis. The Company has also had pre-IND meetings with the FDA to discuss development for the indications of both prostate cancer and BPH which has resulted in a significant advance in the expected launch date of Teverelix LA for BPH. In addition, the Company has also announced positive results in two Phase II studies of its testosterone cream for the treatment of male hypogonadism, a pre-IND meeting has also been held with the FDA and agreement has been reached on the regulatory requirements to obtain a marketing authorisation in the US. Furthermore, positive results were announced from a Phase I study of its oral growth hormone secretagogue and, following this, a pre-IND meeting has been held with the FDA to discuss the development of this compound as a growth hormone stimulation test for the diagnosis of growth hormone deficiency. Agreement on the requirements in terms of supporting preclinical and clinical data was reached such that, subject to a positive study outcome and successful registration, the diagnostic product could reach the market as early as H1 2008 in the US and in H2 2008 in the EU. At the time of the IPO the Directors also indicated that 25 per cent. of the net proceeds would go towards the commercialisation of the Group's lead products, particularly StriantTM SR and InvicorpTM. To this end, since the IPO Ardana has launched StriantTM in Germany, the Republic of Ireland and the Nordic Region through its partners Cytochemia AG, Mode Medical and Pharmacuro ApS respectively. In addition, sales of InvicorpTM are expected to commence by the end of 2006. Since the IPO, the Company has also made a number of senior appointments including Carol Ferguson as a Non-executive Director and chair of the Audit Committee, Dr Huw Jones as a Non-executive Director, Klaus Falk as VP of Sales and Marketing and John Hawkins, as director of Human Resources. Ardana is in discussions with potential partners to collaborate on the future development and commercialisation of Teverelix LA. Currently there are a number of opportunities in terms of indications and territories which the Directors believe will allow Ardana to maximise value. This range of opportunities combined with the recent emergence of new potential partners has meant that the Company wishes to take more time to explore all the options. The Directors expect to have agreements in place before the start of the first Phase III trials. Current Trading and Prospects Since the year ended 31 March 2006, the Company has continued to incur losses in line with the Directors' expectations and has continued to make good progress across each of its development programmes. As at 31 July 2006, Ardana had £15.5 million in cash and cash equivalents (unaudited). The Directors are confident of the financial and trading prospects of the Group for the current financial year. The Directors expect that losses and cash outflows will continue for a number of years. Use of proceeds of the Placing and Open Offer The Directors intend to use the net proceeds of the Placing and Open Offer, amounting to approximately £9.9 million, for the following purposes: • approximately £5.7 million will be used to invest in the clinical development of GHS in its first indication as a diagnostic and second indication in AIDS lipodystrophy; and • approximately £4.2 million will be used to launch and promote Emselex(R) in the UK. The Directors also believe that the additional financial strength resulting from the Placing and Open Offer will enhance the Company's ability to negotiate more favourable terms in any future partnering agreements or other future corporate transactions. Principal Terms of the Placing and Open Offer Qualifying Shareholders are being given the opportunity to subscribe for the New Ordinary Shares pro rata to their existing shareholdings at a price of 115 pence per New Ordinary Share on the basis of: 5 New Ordinary Shares for every 29 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date and so on in proportion for any other number of Ordinary Shares then held. Certain Qualifying Shareholders, being 3i Group plc, ABN AMRO Participaties B.V., Baronsmead VCT 2 Plc, Baronsmead VCT 3 plc, Merlin General Partner II Ltd. as General Partner of the Merlin Biosciences Fund LP, Merlin General Partner II Ltd. as Managing Partner of the Merlin Biosciences Fund Gbr, MVM Life Science Partners LLP ('MVM'), MVM for and on behalf of UK Medical Ventures Fund No.1 LP, MVM for and on behalf of MVM International Life Sciences Fund No.1 LP and certain executives of MVM, TVM V Life Science Ventures GmbH & Co. KG and Waverley Healthcare Private Equity Limited have entered into irrevocable undertakings to vote in favour of the Resolutions and not to take up any part of their respective Open Offer Entitlements which, in aggregate, amount to 5,493,362 New Ordinary Shares (being 57.3 per cent. of the New Ordinary Shares). Accordingly, under the terms of the Placing Agreement, such number of New Ordinary Shares (being the Firm Placed Shares) have been conditionally placed firm by Piper Jaffray with institutional investors. Certain of the Directors (being Dr Maureen Lindsay, Graham Lee, Dr John Brown and Carol Ferguson) have irrevocably undertaken to take up their entire Open Offer Entitlements (being the Committed Shares) in respect of their own beneficial shareholdings, which together amount to 258,538 Existing Ordinary Shares (being 0.47 per cent. of the Company's current issued ordinary share capital). Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and included in the Placing, with the proceeds being retained for the benefit of the Company. Qualifying Shareholders may apply for any whole number of New Ordinary Shares up to their maximum entitlement which, in the case of Qualifying non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their entitlements under the Open Offer. No application in excess of a Qualifying Shareholder's maximum entitlement will be met, and any Qualifying Shareholder so applying will be deemed to have applied for his maximum entitlement only. The Placing and Open Offer has been fully underwritten by Piper Jaffray (other than the Committed Shares), subject to certain conditions set out in the Placing Agreement. Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST on 21 September 2006. The Open Offer Entitlements will also be enabled for settlement in CREST on 21 September 2006. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying non-CREST Shareholders will receive an Application Form with the Prospectus which sets out their maximum entitlement to New Ordinary Shares as shown by the number of Open Offer Entitlements allocated to them. Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by CRESTCo's claims processing unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any New Ordinary Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be placed under the Placing for the benefit of the Company. Pursuant to, and subject to the terms and conditions, of the Placing Agreement, Piper Jaffray has agreed conditionally to place the New Ordinary Shares (other than the Committed Shares) with institutional investors. To the extent that they fail to do so, Piper Jaffray has agreed to subscribe for the New Ordinary Shares (other than the Committed Shares) at the Issue Price, subject to claw back to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Placing and Open Offer is conditional, inter alia, upon: (i) the passing of the Resolutions; (ii) Admission becoming effective by not later than 8.00 a.m. on 13 October 2006 (or such later time and/or date as Piper Jaffray and the Company may agree, not being later than 8.00 a.m. on 19 October 2006); and (iii)the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Placing and Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled. The New Ordinary Shares, when issued and fully paid, will rank in full for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares and otherwise pari passu with the existing Ordinary Shares. No temporary documents of title will be issued. Application has been made for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 13 October 2006 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day. Documents Available for Inspection Copies of the Prospectus will be available to the public for inspection at the Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS. Expected Timetable of Principal Events 2006 Record Date for the Open Offer close of business on 18 September Posting of Prospectus, Application Forms and Forms of Proxy for use at 20 September the EGM Open Offer Entitlements credited to stock accounts in CREST of Qualifying 21 September CREST Shareholders Latest recommended time for requesting withdrawal of Open Offer 4.30 p.m. on 4 October Entitlements from CREST Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 6 October Latest time and date for splitting Application Forms (to satisfy bona 3.00 p.m. on 9 October fide market claims) Latest time and date for receipt of completed Application Forms and 11.00 a.m. on 11 October payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) EGM 12.00 p.m. on 12 October Dealings in the New Ordinary Shares commence 8.00 a.m. on 13 October Expected date for crediting of New Ordinary Shares to CREST stock 13 October accounts in uncertificated form Expected date of despatch of share certificates in respect of New by 20 October Ordinary Shares in certificated form Placing and Open Offer Statistics Issue Price 115 pence Number of Ordinary Shares in issue as at the Record Date 55,595,209 Number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer 9,585,380 Number of Ordinary Shares in issue immediately following Admission 65,180,589 Market capitalisation of Ardana following the Placing and Open Offer at the Issue Price £74.96 million Gross proceeds of the Placing and Open Offer receivable by the Company £11.0 million Estimated net proceeds of the Placing and Open Offer available to the Company £9.9 million Enquiries: Ardana plc +44 (0)131 226 8558 Dr Maureen Lindsay, Chief Executive Officer Graham Lee, Chief Financial Officer Piper Jaffray Ltd. +44 (0)20 7743 8700 Jamie Adams James Steel Financial Dynamics +44 (0)20 7831 3113 Julia Phillips Piper Jaffray Ltd., which is authorised and regulated in the United Kingdom by the Financial Services Authority and is a member of the London Stock Exchange, is acting for the Company and no-one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Placing and Open Offer or any other matter referred to herein. This press announcement has been issued by Ardana plc and is the sole responsibility of Ardana plc. The Placing and Open Offer is not, subject to certain exceptions, being made, directly or indirectly, in or into the United States. Securities may not be offered or sold in the United States without registration or an exemption from registration. Neither the existing Ordinary Shares, nor the New Ordinary Shares nor the Open Offer Entitlements have been or will be registered under the US Securities Act or under the securities laws of any state of the United States, or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares made available under the Placing and Open Offer and the Open Offer Entitlements may not be offered, sold, taken up, delivered or transferred in or into the United States, Australia, Canada or Japan, and, subject to certain exceptions, Application Forms are not being posted to and no Open Offer Entitlements will be credited to a stock account of any person with a registered address in the United States, Australia, Canada or Japan. Subject to certain exceptions, neither this announcement nor any other document connected with the Placing and Open Offer may be issued, mailed or otherwise distributed or sent, through CREST or otherwise, in or into the United States. All persons (including, without limitation, stockbrokers, banks or other agents) must observe these restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this announcement nor any subscription or sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as of any subsequent time. This announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's products, the Group's ability to find partners for the development and commercialisation of its products, the Group's liquidity and results of operations, as well as the Group's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, the acceptance of the Group's products by consumers and medical professionals, and the ability of the Group to identify and consummate suitable strategic and business combination transactions. Definitions The following definitions apply throughout this announcement, unless the context requires otherwise: Admission the admission of the New Ordinary Shares (i) to the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Listing Rules and the Admission and Disclosure Standards Application Form the personalised application form which will accompany the Prospectus for Qualifying non-CREST Shareholders for use in connection with the Open Offer Board the board of Directors of the Company Business Day a day (excluding Saturdays and Sundays and public holidays in England and Wales) on which banks are generally open for the transaction of normal banking business in the City of London certificated or certificated form in relation to an Ordinary Share, not in uncertificated form Committed Shares the 44,573 New Ordinary Shares that certain Directors, have irrevocably committed to take up under the Open Offer Company or Ardana Ardana plc CREST the relevant system (as defined in the Regulations) for the paperless settlement of trades and the holding of uncertificated securities operated by CRESTCo in accordance with the Regulations CRESTCo CRESTCo Limited, the operator of CREST Directors the directors of the Company EGM the extraordinary general meeting of the Company convened on 12 October 2006 enabled for settlement in relation to Open Offer Entitlements, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions (each as described in the CREST Manual issued by CRESTCo) Firm Placed Shares 5,493,362 New Ordinary Shares that certain Qualifying Shareholders have irrevocably undertaken not to apply for pursuant to the Open Offer Group the Company and its subsidiary undertakings at the date of this announcement Issue Price 115 pence per New Ordinary Share Japan Japan, its territories and possessions and any areas subject to its jurisdiction Listing Rules the rules and regulations made by the Financial Services Authority under Part VI of the Financial Services and Markets Act 2000 (as amended from time to time) New Ordinary Shares 9,585,380 new Ordinary Shares to be issued pursuant to the Placing and Open Offer Official List the Official List of the Financial Services Authority Open Offer the conditional invitation to Qualifying Shareholders to subscribe for New Ordinary Shares at the Issue Price on the terms and subject to the conditions set out or referred to in the Prospectus and, where relevant, in the Application Form Open Offer Entitlement an entitlement to apply to subscribe for New Ordinary Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer Ordinary Shares ordinary shares of 1p each in the capital of the Company Overseas Shareholders Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom and Shareholders who are US persons Piper Jaffray Piper Jaffray Ltd., sole sponsor, broker and financial adviser to the Company Placing the conditional placing by Piper Jaffray on behalf of the Company of the New Ordinary Shares pursuant to the Placing Agreement Placing Agreement the agreement dated today between the Company and Piper Jaffray relating to the Placing and Open Offer Prospectus the Prospectus to be posted to Shareholders in connection with the Placing and Open Offer and Admission Qualifying CREST Shareholders Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form Qualifying non-CREST Shareholders Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in certificated form Qualifying Shareholders holders of Ordinary Shares on the Company's register of members at the Record Date (other than certain Overseas Shareholders) Record Date close of business on 18 September 2006 Regulations the Uncertificated Securities Regulations 2001, as amended from time to time Resolutions the resolutions set out in the notice convening the extraordinary general meeting of the Company to be held on 12 October 2006 Shareholders holders of Ordinary Shares stock account an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited uncertificated or uncertificated form recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland United States or US the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia US Securities Act the United States Securities Act of 1933, as amended This information is 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