Axiom

Introduction

On 14 May 2003, the Board of Axiomlab (“Axiomlab” or the “Company”) announced that it was examining a proposal to offer Axiomlab shareholders the opportunity of a return of capital in Axiomlab (the “Proposal”). The Board is now in the process of finalising the full details of the Proposal, which will be carried out via a court-approved scheme of arrangement (the “Scheme”). An outline of the key points of the Proposal is set out below.

Outline of Key Points

1. All shareholders to be offered the choice of either receiving approximately 0.85p per share in cash for each Axiomlab share or electing to roll-over over all or part of their shareholding in Axiomlab into shares in a newly formed, unlisted company (“Newco”). Newco will become the new holding company of the Axiomlab group.

2. Shareholders who opt to take cash also to be given a limited right entitling them to participate in realisation proceeds achieved from Axiomlab’s existing portfolio for a specified period following implementation of the Scheme.

3. Axiomlab’s AIM trading facility to be cancelled and a matched bargain trading facility to be established, operated by an independent broker, to provide Newco shareholders with a platform to trade their ordinary shares in Newco.

4. Newco to be a public limited company subject to the City Code on Takeovers and Mergers. The City Code is a set of principles and rules, issued and administered independently by the Takeover Panel, which is designed to ensure similar treatment of all shareholders in relation to takeovers.

5. Ray Ingleby and Fred Mendelsohn, executive directors of Axiomlab who are also shareholders, to give irrevocable undertakings to roll over their entire holdings of Axiomlab shares into Newco. The cash retained as a result of these elections, along with roll-over elections made by other Axiomlab shareholders, will be used to provide the initial working capital for Newco.

6. Core activities of Newco following implementation of the Proposal to be focused upon managing the existing Axiomlab portfolio, university technology transfer, managing new third party investment funds, making selected investments and providing corporate finance and executive search services.

For the avoidance of doubt, the Proposal is designed to treat all Axiomlab shareholders fairly, by giving them the choice of realising their investment for cash now, or rolling over their investment into Newco. It does not represent a bid for Axiomlab by the executive directors.

It is expected that a circular from the independent non-executive directors, setting out full details of the Proposal, will be despatched to shareholders in due course. Shareholders will then be asked to consider and vote on the Proposal at the requisite shareholders’ meetings.

Contact details

Axiomlab plc
Fred Mendelsohn, Managing Director
07802 738 506

Altium Capital
Mike Fletcher
0161 831 9133

Tavistock Communications Limited
John West
020 7600 2288