Rns...5 Mar 2010 07:04
RNS Number : 1229I
Proximagen Neuroscience Plc
05 March 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
For immediate release
5 March 2010
RECOMMENDED CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF MINSTER PHARMACEUTICALS PLC BY PROXIMAGEN NEUROSCIENCE PLC Compulsory Acquisition of Outstanding Minster Pharmaceuticals plc Shares On 4 January 2010, the boards of Proximagen Neuroscience plc ("Proximagen") and Minster Pharmaceuticals plc ("Minster") announced the recommended offer by Proximagen for the entire issued and to be issued share capital of Minster (the "Offer"). On 17 February 2010 Proximagen announced that, as at 1.00 p.m. on 16 February 2010 (the "First Closing Date"), valid acceptances of the Offer had been received in respect of a total of 50,805,875 Minster Shares representing approximately 86.25 per cent. of the entire issued share capital of Minster and declared the Offer to be unconditional as to acceptances. As at 1.00p.m. on 4 March 2010, valid acceptance of the Offer had been received in respect of a total of 64,929,488 Minster Shares representing approximately 91.26 per cent of the entire issued share capital of Minster. These acceptances include acceptances received in respect of 32,891,853* Minster Shares (representing approximately 55.84 per cent. of the existing issued share capital of Minster) which were subject to irrevocable commitments procured by Proximagen from all of the Minster Directors and certain other shareholders. * The 32,891,853 Minster Shares subject to irrevocable commitments as set out above, differs by 200 Minster Shares from the number of Minster Shares subject to irrevocable commitments as set out in the Offer Document. The difference is due to an administrative error in the Offer Document. Offer Remains Open for Acceptance The Offer will remain open until further notice. To accept the Offer: · If you hold Minster Shares in certificated form (that is, not in CREST), the form of acceptance should be completed, signed, witnessed and returned together with your share certificate in accordance with the instructions contained in the Offer Document and the form of acceptance. · If you hold Minster Shares in uncertificated form (that is, in CREST), you should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document. Settlement Settlement of the consideration to which Minster Shareholders are entitled under the Offer will be effected by the despatch of cheques or the crediting of CREST accounts: