Scheme of arrangement

Zen Research PLC
20 May 2002

Zen Research plc

20 May 2002

Further to the announcement made on 24 April 2002, the Independent Committee of
Zen Research plc ('Zen' or the 'Company') announces that it has terminated
discussions with the potential third party offeror. The potential third party
offeror received information on Zen more than a month ago and, since that time,
no proposal has been put forward despite several indications from the potential
third party offeror that a proposal was imminent. The potential third party
offeror was also offered meetings with management and these offers were not
taken up.

Whilst the potential third party offeror was in discussions with the Independent
Committee, the Independent Committee and Mr. Gilo had agreed not to advance Mr.
Gilo's proposal further.

In the light of the termination of discussions with the potential third party
offeror  the Independent Committee and Mr Gilo have agreed to move forward with
his original proposal. It is expected that a circular setting out this proposal,
whereby all shareholders save Mr Gilo and certain of his family interests will
receive 10p per share and have their shares in Zen cancelled, will be posted to
shareholders shortly.

Issued by the Independent Committee of the Board of Directors of Zen.



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