AGI Therapeutics plc : Offer Update

AGI Therapeutics plc

("AGI" or the "Company")

Offer Update

03 February 2012

1.   Compulsory Acquisition

As at 1.00 p.m. (Dublin time) on 03 February 2012, valid acceptances of the Offer have been received in respect of 54,048,613AGI Shares, representing approximately 80.18 per cent. of AGI's issued share capital. Accordingly, Aravis Therapeutics Limited ("Aravis")intends to exercise its rights under the provisions of Section 204 of the Irish Companies Act 1963 to acquire compulsorily all outstanding AGI Shares not acquired or agreed to be acquired pursuant to the Offer on the same terms as the Offer. A further announcement about this will be made in due course.

AGI Shareholders who have not yet accepted the Offer are urged to complete, sign and return their Forms of Acceptance in accordance with the procedure set out in the Offer Document as soon as possible. The Offer remains open for acceptance until 3.00 p.m. (Dublin time) on 17 February 2012.

2.   Directorate Change

AGI announces that Ronan Lambe, Chris Blackwell, John O'Sullivan, Frank Kenny and Peter Sandys resigned their positions as Non-Executive Directors of the Company on 03 February 2012 following Aravis announcing that all of the conditions of its Offer have been waived and that accordingly its Offer is declared unconditional in all respects. 

The AGI Board wishes to thank Ronan Lambe, Chris Blackwell, John O'Sullivan, Frank Kenny and Peter Sandys for their excellent contribution to the development of the Company and wishes them well for the future.

This announcement should be read in conjunction with the Offer Document dated 12 January 2012. Unless expressly defined in this announcement, defined terms used in this announcement shall have the same meanings as set out in the Offer Document.

Enquiries:

AGI Therapeutics plc	Tel:      [phone]
David Kelly, CFO
Davy Corporate Finance	Tel:      [phone]
Financial adviser to AGI
John Frain
David Nangle
Goodbody Corporate Finance	Tel:      [phone]
Financial adviser to the Aravis Group
Simon Howley
Stephen Kane

Responsibility Statements

The directors of AGIaccept responsibility for the information contained in this announcement relating to AGI. To the best of the knowledge and belief of the directors of AGI (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of the AravisGroupaccept responsibility for the information contained in this announcement relating to Aravis. To the best of the knowledge and belief of the directors of the Aravis Group(who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Financial Advisers

Davy Corporate Finance which is regulated by the Central Bank of Ireland, is acting exclusively for AGIand no one else in connection with the Offer and will not be responsible to anyone other than AGIfor providing the protections afforded to customers of Davy Corporate Finance or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Goodbody Corporate Finance which is regulated by the Central Bank of Ireland, is acting exclusively for the Aravis Groupand no one else in connection with the Offer and will not be responsible to anyone other than the Aravis Groupfor providing the protections afforded to customers of Goodbody Corporate Finance or for providing advice in relation to the Offer or any other matters referred to in this announcement.