News

London, 23 January 2006

Announcement from the London Stock Exchange

Regulatory Announcement

Company General Industries PLC

TIDM            GNI
Headline      Reverse takeover
Released     07:00 23-Jan-06
Number       2746X

RNS Number:2746X General Industries PLC 23 January 2006

Press Release

General Industries PLC

Proposed Reverse Takeover of ImmuPharma

For release at 7.00am on 23 January 2006

Proposals for the acquisition of ImmuPharma, waiver of obligation under Rule 9 of the Takeover Code, Placing of new Shares for cash, change of directors and advisers and change of the Company's name to ImmuPharma plc

Key points:

• ImmuPharma has three leading drug candidates at an early stage in the
development process

1. IPP-201101 for the treatment of Lupus, which has blockbuster potential
2. IPP-102199 for the treatment of moderate and severe pain such as
cancer pain and postoperative pain
3. IPP-203101 for the treatment of MRSA and other severe and hospital
acquired infections

• The cash resources of GI and the proceeds of the Placing, together with
   certain grants, are expected to fund the IPP - 201101 (Lupus) phase I trial
   and a phase II study, which is expected to give an early indication of
   efficacy, and to finance further development of the other drug candidates.

• Pharmaceutical research and development carries a high degree of risk

• The Lupus drug candidate is estimated to have the potential to generate
annual sales of over US$4bn by 2016 based on a selling price (similar to
Interferon) of up to US$10,000 per patient per annum.

• IPP-102199 and IPP-203101 also have exciting prospects, although they
    have a lower revenue potential compared to the Lupus drug candidate
    due to the nature of the markets they address and the availability of
    competing drugs.

•   On completion of the reverse takeover the existing GI Directors will
     resign and new directors with considerable expertise in the
     pharmaceutical sector will be appointed (see Board changes and key
     personnel below).

Richard Wollenberg, Chairman of GI, said "General Industries was created as a cash shell with a strategy of acquiring a business which requires further funding for expansion in conjunction with a public quotation for its shares. We believe that the terms of the proposed acquisition of ImmuPharma should prove beneficial to existing shareholders as well as the management, employees and shareholders of the business being acquired.

ImmuPharma develops specialised drug candidates on which any assessment requires a high level of relevant technical knowledge. The board of General Industries has taken and relied upon what we believe is an appropriate level of professional advice and enquiry in deciding to recommend this transaction to our shareholders."

Richard Warr, Executive Chairman of ImmuPharma and Chairman designate of GI, said: "I am delighted to have received commitments to finance the next phase in the development of one of our exciting drug candidates, which has 'blockbuster' potential."

Dimitri Dimitriou, Chief Executive of ImmuPharma, commented: "ImmuPharma is a very exciting pharma company with an impressive portfolio of novel pharmaceutical compounds, an experienced management team and an attractive business model focusing on niche therapeutic areas with high potential."

Dr. Robert Zimmer, President and Chief Scientific Officer commented further: "The Company's proprietary technologies have the potential to increase the possibility of peptides being considered as drug candidates. This would represent a major advance in the development of effective medicines."

Enquiries Richard Wollenberg, Chairman of General Industries PLC Tel:01784 437444

Richard Warr, Executive Chairman of ImmuPharma Tel:020 71524080

Dimitri Dimitriou, Chief Executive Officer of ImmuPharma Tel:020 71524080

Dr. Robert Zimmer, President and Chief Scientific Officer of ImmuPharma Tel:+ 33 389 56 54 92

David Floyd, Dawnay, Day Corporate Finance Ltd Tel:020 7509 4570

Capel Irwin, KBC Peel Hunt Ltd Tel:020 7418 8900

Caroline Cecil, Caroline Cecil Associates, PR consultant Tel:020 7610 4110

General Industries PLC

Introduction The board of General Industries PLC is pleased to announce that GI has entered into a conditional agreement to acquire ImmuPharma, a pharmaceutical research and development group. ImmuPharma has a close association with CNRS, the French government scientific research institution, and has the contractual right to exploit commercially certain of CNRS' medical discoveries. It also has prospective products of its own. New pharmaceutical products have to achieve satisfactory results in a series of tests and trials before they can be made available to patients in the market.

The acquisition of ImmuPharma is conditional on a simultaneous Placing to raise a minimum of £2.05m in cash which, when combined with GI's existing cash resources and certain grants, will give the Enlarged Group the resources necessary to finance initial clinical trials on ImmuPharma's lead drug candidates.

Owing to the size of the ImmuPharma Group and the fact that the acquisition will constitute a fundamental change of GI's business, the acquisition is treated as a "reverse takeover" under the AIM Rules and as such is required to be approved by GI Shareholders. An Extraordinary General Meeting of GI is expected to be held on 15 February 2006 to approve the Transaction amongst other things. Your board, who between us control approximately 35.2 per cent. of the Company, have undertaken to vote in favour of the resolutions necessary to approve the Transaction.

An admission document containing information on the enlarged group is expected to be posted to GI Shareholders today.

The Transaction, if approved, will result in Dr Robert Zimmer (a director of ImmuPharma) and members of his family holding over 30 per cent. of the enlarged share capital of GI. The Zimmer Family would be required by the Takeover Code to make a general offer for the whole of the issued share capital of GI not already held by them, unless a waiver of that obligation is approved by GI Shareholders at the EGM.

The ImmuPharma Group ImmuPharma, which is registered in England, owns the entire issued share capital of Bio Delivery Systems SA, recently renamed ImmuPharma (France) SA and Zimmer & Associates AG, recently renamed ImmuPharma AG.

The business and its management ImmuPharma is a drug discovery and development group which aims to develop novel peptide medicines which:
• treat serious medical conditions;
• address a high unmet medical need;
• are able to command high pricing;
• have low marketing costs; and
• have relatively low risk of drug development failure.

ImmuPharma intends either to develop its own assets up to commercialisation or to seek collaborative agreements with larger pharmaceutical companies at an earlier stage.

ImmuPharma is managed by Pharma industry executives having "Big Pharma" experience and expertise in the key aspects of the pharmaceutical development. ImmuPharma intends to build up its own research and development facilities, as and when scientific and financial milestones are met. In the meantime, ImmuPharma intends to continue its research in collaboration with CNRS and sub-contract labour intensive and non-core development activities to contract research organisations ("CROs"). ImmuPharma currently has 7 direct employees, including 3 executive directors, as well as 7 CNRS employees who are performing work for the group.

ImmuPharma intends to seek collaborative development agreements with large and medium size pharmaceutical companies as well as biotech companies in need of libraries and/or screening and development capabilities.

The products in development ImmuPharma has 3 lead drug candidates to treat, respectively: 1) Lupus; 2) moderate to severe pain such as in cancer and post-operative pain; and 3) severe resistant hospital acquired infections such as MRSA. Each of these drug candidates are proprietary and represent a novel approach to therapy. The Proposed Directors believe they each have significant sales potential if successfully developed. ImmuPharma also has its own proprietary drug discovery engine which, the Proposed Directors believe, will continue generating a strong potential drug candidate pipeline and patent portfolio.

Through its acquisition of the drug discovery company ImmuPharma Switzerland, ImmuPharma has ownership of a novel and patented Peptide to Drug Converting Technology (PDCT) designed to allow and improve the oral bioavailability and plasma half-life of peptides that can be applied to numerous small peptides to constitute a potent and promising proprietary small molecule library. One optimised lead drug candidate related to this technology has already been developed.

The Company intends to continue development of its drugs subcontracting the labour intensive and non-core activities to CROs while maintaining "in house" key activities as drug modelling, discovery and screening capabilities, and project management.

Collaboration with CNRS ImmuPharma has important collaboration arrangements with CNRS, the French government scientific research institution and has also links with INSERM, France's national institute for health and medical research. As part of the collaboration arrangements ImmuPharma has entered in to a research collaboration agreement with CNRS which relates to the therapeutic use of peptides and peptide derivatives. ImmuPharma has been granted the worldwide exclusive rights to exploit all discoveries made pursuant to this agreement and will co-own the relevant intellectual property with CNRS. CNRS has granted additional exclusive worldwide licenses to ImmuPharma France covering the rights to discoveries related to this agreement but made prior to it. Applications for additional patents, to be jointly owned by CNRS and ImmuPharma have already been, or are being, filed. CNRS is entitled to a share of the revenue generated by ImmuPharma from the exploitation of CNRS's licensed and co-owned rights.

Risk factors Investment in ImmuPharma involves a high degree of risk. ImmuPharma has not been profitable and the Proposed Directors expect its losses to continue and potentially increase as its drug development efforts progress. It may require additional capital, which may not be available on terms that are acceptable to the Board. If clinical trials of one of ImmuPharma's drug candidates fail, there would be a complete absence of revenue for that product. The commercial success of ImmuPharma is dependent on its ability to obtain patent protection for its products, to successfully develop and obtain regulatory approval for its products and to achieve sales (either alone or through licensing deals with other Pharma companies) in an environment where it is potentially competing against major pharmaceutical groups with greater resources.

Prospects IPP-201101 for the treatment of Lupus: This is a specific approach to the treatment of Lupus based on the selective modulation of the cellular immune mechanism associated with the disease. It is scheduled to enter Phase I study in early 2006. With a potential selling price similar to Interferon (up to $10,000 per annum per patient), an estimated market of over 1,400,000 Lupus diagnosed patients in the top 7 markets by 2010, unusually high margins and no safe and effective alternative treatment currently in the market, the Proposed Directors believe that the value of this drug will be substantial if and when it emerges from the development and approval process. Based on assumptions derived from recent reports (source: Datamonitor), the Proposed Directors believe that IPP-201101 could generate peak annual sales by 2016 of over US$4 billion.

IPP-102199 for the treatment of moderate and severe pain such as cancer pain and postoperative pain: This is ImmuPharma's lead compound for pain relief and has the target product profile of a morphine replacement, with major advantages such as longer pain relief and reduced opioid side effects. IPP-102199 is based on one of the body's internal analgesics, met-enkephalin. ImmuPharma has performed a number of pre-clinical studies with IPP-102199 that show a superior efficacy profile compared to morphine. Most products and compounds presently under development for moderate and severe pain are opioid-based approaches that are likely to be accompanied by the serious side effects associated with morphine.

IPP-203101 for the treatment of MRSA and other severe and hospital acquired infections: Bacterial resistance has recently lead to the emergence of lethal bacterial strains. ImmuPharma's IPP-203101 is the first lead molecule of a novel class of proprietary antibiotics and has shown activity in-vitro against MRSA and other bacterial strains. IPP-203101 uses a novel approach to alter bacterial membranes which, the Proposed Directors believe, is less likely to become ineffectual through the development of bacterial resistance.

Expected Revenue Stream Subject to regulatory approval one or more of ImmuPharma's current three lead drug candidates may be available to patients in 2010. There is potential for earlier licensing arrangements to generate income before that time.

Funding The Transaction will give the Group the finance required for the IPP - 201101 (Lupus) Phase I trial and a Phase II trial, which is expected to give an early indication of efficacy. Depending on the outcome of this study, the Company may proceed directly with Phase III. However, one or more further Phase II studies (for example to optimise the dosing regime of IPP - 201101) may be required prior to entering Phase III. It is possible that, if this is necessary, ImmuPharma will be able to combine any further Phase II studies with the Phase III registration programme to expedite regulatory filing. While the Group's financial resources are expected to cover some additional Phase II trials, a further equity injection may be required to complete such work and, in any event, additional equity will be needed for the Phase III program, or alternatively, the Group could enter into a partnering arrangement with other pharmaceutical companies.

Two external grant-giving bodies, Anvar and ANR, have approved grants totalling over 1 million Euros.These will contribute to the IPP - 201101 trial costs and the development of other drug candidates.

Dividing the Phase II program into separate parts reduces the overall risk profile for investors as the planned Phase II study has been designed to give an indication of efficacy at less cost than a full Phase II program. Accordingly, if the drug candidate appears unlikely to be effective, less cash will have been applied. However, if the Phase II study succeeds in indicating efficacy, the extent of further Phase II tests may either be reduced or combined with Phase III.

Summary of the Transaction GI has entered into a Share Purchase Agreement with the ImmuPharma Vendors and a Placing Agreement with Dawnay Day and KBC Peel Hunt.

Pursuant to the Share Purchase Agreement, which is inter-conditional with the Placing Agreement, GI has agreed to acquire the whole of the issued share capital of ImmuPharma in consideration for the issue credited as fully paid of 58,750,000 new GI Shares to the ImmuPharma Vendors, which, based on a closing middle market price on 20 January 2006 of 45.5p per GI share, values ImmuPharma at £26.7 million. These Consideration Shares will rank pari passu in all respects with the GI Shares in issue at the date of this document, including the right to receive all dividends and other distributions hereafter declared, paid or made on Shares. On completion of the Share Purchase Agreement the ImmuPharma Vendors will own 86.7 per cent. of the Company's Enlarged Issued Share Capital.

The Placing Agreement is conditional on, inter alia, (a) the passing of all the Resolutions, (b) the Share Purchase Agreement having been completed in respect of not less than 95 per cent. of the issued share capital of ImmuPharma and (c) the London Stock Exchange having agreed to admit the Shares, in issue and to be issued pursuant to the Transaction, to trading on AIM. 4,859,037 Placing Shares will be issued at a price of 42.5p each. The gross proceeds of the Placing are expected to be £2.06 million. The Placing Agreement also contains provisions which enable the Directors to respond to additional investor demand by allotting up to 3,140,963 further Placing Shares raising up to £1.3 million additional cash.

Board changes and key personnel On completion of the Transaction, the Present Directors will resign and the following Proposed Directors will be appointed to the Board of the Company:

Richard Warr, MA Executive Chairman Dimitri Dimitriou, MSc Chief Executive Officer Dr. Robert Zimmer, MD, PhD President and Chief Scientific Officer Paddy Walker-Taylor, FCA, MCT Chief Financial Officer Douglas Paterson, M.A., F.C.A, Senior Non-Executive Director Anthony Johnson, B.Pharm, MSc, Non-Executive director

The Proposed Directors will hold 52,051,280 Shares following the Transaction. and have entered into lock-in deeds undertaking not to sell any Shares within 12 months of Admission.

Richard Warr, MA Executive Chairman Mr. Warr has 20 years' experience in investment banking and the capital markets having held a number of senior positions. He was a director at ABN Amro Equities and a member of the ABN Amro team rated number one in the 2001 Reuters UK smaller companies survey. He is former Head of European Equity Sales and Marketing at Credit Lyonnais, a former executive director of Dresdner Kleinwort Benson and former Head of European Equity Distribution at Swiss Bank Corporation. He is a graduate of Oxford University.

Dimitri Dimitriou, MSc Chief Executive Officer Mr. Dimitriou has 20 years' experience in the pharmaceutical and biotech industry. He was Senior Director, Worldwide Business Development at GlaxoSmithKline, where his responsibilities included corporate deals with pharmaceutical and biotech companies on a worldwide basis. He is also the founder and CEO of DyoDelta Biosciences Ltd, a company specializing in transactions between pharma and biotech companies. He moved from GlaxoSmithKline to the biotech sector in 2001 as CEO of the London-based drug discovery company Xcellsyz. His other past positions have included setting up and heading the Business Development function in Europe for Bristol-Myers Squibb, Product Manager in marketing at Sandoz (now Novartis), and 8 years in managerial positions in the pharmaceutical division of Procter & Gamble. Mr. Dimitriou received his first degree in Biochemistry from Chelsea College (now Kings College), University of London prior to graduating in Pathology & Toxicology from the Royal Postgraduate Medical School (now King's College Medical School) in London in 1984.

Dr. Robert Zimmer, MD, PhD President and Chief Scientific Officer Dr. Robert Zimmer was the CEO and founder of both ImmuPharma Switzerland and ImmuPharma France. He obtained his MD at Strasbourg Medical School and his PHD at the University of Aix-Marseille. He became a department director at the "Fondation de Recherche en Hormonologie" in Paris. He began his career in the industry in 1985 in Roche's headquarters in Basle, Switzerland as coordinator of Clinical Pharmacology and International Clinical Leader during which time he was responsible for numerous Phase I studies and contributed to the development of moclobemide. In 1990 he joined Jago Pharma AG as Vice-President of R&D. He then became a director and head of R&D at SkyePharma plc after it acquired Jago. He heavily contributed in helping Jago and SkyePharma become a leading drug delivery company. He was instrumental in the development of a substantial number of products for clients including Roche, GlaxoSmithKline, Abbott, Searle, Sanofi-Aventis and Lilly; some of which reached the market, such as Paxil CR (GSK), Xatral LP (Sanofi) and Madopar CR (Roche).

Paddy Walker-Taylor, FCA, MCT Chief Financial Officer Mr. Walker-Taylor was previously Finance Director of Newarthill plc, holding company of Sir Robert McAlpine, the privately owned UK construction and property group. For part of his nine years with the McAlpine Group, he represented their minority shareholding in ISG Group plc as Non-Executive Director, until the holding was sold. He was involved in the AIM float of ISG Group. Prior to that, Paddy Walker-Taylor spent twenty years in the retailing sector, firstly, at Marks and Spencer plc where he had a number of different financial posts, becoming the treasury executive, before moving to the US as VP Finance Marks and Spencer US. Whilst there, he was part of the team involved in the acquisition of Brooks Brothers and Kings Supermarkets and their subsequent integration into the M&S Group. He then became Finance Director of Woolworths plc and after four years there, moved again to become Director of Financial Control at Kingfisher plc, the parent company. Since taking early retirement from the McAlpine Group in 2004, he has worked on a part-time basis with clients of FD Solutions, an organisation which provides finance director services to small and medium-sized companies.

Douglas Paterson, MA, FCA, Senior Non-Executive Director Mr. Paterson worked for 39 years as a chartered accountant and for the last 22 years of his career as a partner in Coopers & Lybrand / PricewaterhouseCoopers ("PwC") until his retirement in June 2001 as senior audit partner in the financial services practice of PwC. He is currently a non-executive director of Close Brothers Group plc and chairman of its audit committee, a non-executive director of Goldman Sachs International Bank in London, chairman and non-executive director and chairman of Cdb Web Tech Management Limited and non-executive officer of Generation Investment Management LLP. During his experience at PwC, he held a number of senior positions, including, whilst in Switzerland, being responsible for the European audits of Digital Equipment Corporation, Philip Morris and, latterly, Ares Serono Diagnostics. On his return to the London office he was responsible for the global audit of Glaxo Plc, subsequently Glaxo Wellcome plc. He was later a senior audit partner specialising in banking and capital markets having as principal clients Goldman Sachs (responsible for the European audit) and the Rothschild group of companies. Whilst in Switzerland he managed the firm's offices in Geneva and Lausanne and towards the end of his career he monitored a team of expatriate partners and managers based in PwC's Tokyo office. He also performed due diligence, technical accounting and regulatory advice together with regulatory reports to the Financial Services Authority. He led a taskforce which produced for Coopers & Lybrand the first publication interpreting aspects of International Accounting Standards. He founded the German Business Network of PwC in the UK. Mr. Paterson has also been a Member of the UK Auditing Practices Committee, a councillor of the German-British Chamber of Industry and Commerce and Vice-chairman and executive committee member of the British-German Association.

Anthony Johnson, B.Pharm, MSc, Non-Executive Director Mr. Johnson has over 30 years experience in the pharmaceutical industry. He was senior director, Scientific Licensing, at GlaxoSmithKline at his retirement in 2001. His responsibilities and expertise included the identification, targeting and initial evaluation of potential in-licensing opportunities, input on competitors to senior R&D management, assessment and selection of potential licensing partners for out-licensing compounds, coordination of in-house R&D evaluations and due diligence, management of assessment through and decision making by senior R&D committees. Mr. Johnson is now a freelance consultant to the biotech and pharmaceutical industry. Mr. Johnson's current professional memberships include the Licensing Executives Society, British Pharmacological Society and the Society for Medicines Research.

Change of advisers Dawnay, Day Corporate Finance Limited has been appointed as Nominated Adviser, subject to the Transaction being approved at the EGM. KBC Peel Hunt Ltd will continue to act as the Company's broker.

Change of name A Resolution will be proposed at the Extraordinary General Meeting to change the name of the Company to ImmuPharma plc. This is conditional on the passing of a Resolution to allow the Directors to allot the Placing Shares without the application of the statutory pre-emption rights of shareholders. If the change of name becomes effective, the existing share certificates bearing the name General Industries PLC will cease to be valid 14 days after the passing of the Resolutions. New share certificates showing the Company's new name are expected to be posted to shareholders two weeks after the EGM. During the interim period (if any) transfers will be certified against the register.

New share incentive schemes The Company proposes to adopt an HM Revenue and Customs approved company share ownership plan ("CSOP") and a non-HM Revenue and Customs approved share option scheme.

Options granted under the Share Option Schemes will entitle the participant to acquire Shares at a price determined in accordance with the rules of the Schemes. The options will be exercisable within a period of ten years from the date of grant by a participant who remains a director or employee of a participating company, and subject to the satisfaction of certain conditions.

Shares issued and allotted pursuant to both of the Schemes will rank pari passu in all respects with Shares then in issue except for dividends and other entitlements arising by reference to a date prior to the date on which the relevant option is exercised.

The Takeover Code

Rule 9 mandatory offer Under Rule 9 of the Takeover Code, any person who acquires shares which, taken together with shares already held by him or shares held or acquired by any person acting in concert with him (the "concert party group"), carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, when any person or persons acting in concert already hold more than 30 per cent., but not more than 50 per cent., of the voting rights of such company, a general offer will normally be required if any further shares increasing their percentage of the voting rights are acquired.

Any offer under Rule 9 must be in cash and at the highest price paid within the preceding 12 months for any shares in the company by the person required to make the offer or any person acting in concert with him.

The maximum potential percentage shareholding The Zimmer Family will hold 34.96 per cent. of the Enlarged Issued Share Capital following the completion of the Transaction and the exercise of options granted to Dr Zimmer pursuant to the proposed share option schemes.

Takeover Panel approval The Takeover Panel has agreed, subject to the approval of the Shareholders, to waive the requirement, which would otherwise arise as a result of the Transaction, for a general offer to be made to all Shareholders under Rule 9 of the Takeover Code. Accordingly a resolution is being proposed at the EGM and will be taken on a poll of Shareholders.

Recommendation The Directors of GI consider that the proposed acquisition of ImmuPharma and other matters to be proposed at the Extraordinary General Meeting to be in the best interests of GI Shareholders as a whole.

The Directors of GI, who have been so advised by KBC Peel Hunt, consider that the proposed waiver of an obligation under the Takeover Code, to be proposed at the Extraordinary General Meeting to be fair and reasonable and in the best interests of Shareholders as a whole. In providing advice to the Directors of GI, KBC Peel Hunt has taken into account the Directors' commercial assessment.

ImmuPharma develops specialised drug candidates on which any assessment requires a high level of relevant technical knowledge. The Directors of GI have taken and relied upon what they believe is an appropriate level of professional advice and enquiry in deciding to recommend the Transaction and issue this document.

Accordingly, the Directors of GI will unanimously recommend all Shareholders to vote in favour of the Resolutions at the Extraordinary General Meeting, as they have irrevocably undertaken to do in respect of our beneficial holdings totalling 1,480,000 Shares, representing approximately 35.2 per cent of the Company's existing issued share capital.

This announcement does not constitute an offer or invitation to subscribe for securities.

Dawnay Day, which is regulated by the Financial Services Authority, is acting for GI in its capacity as prospective Nominated Adviser and for ImmuPharma and no-one else. It will not be responsible to any other person for providing the protections afforded to customers of Dawnay Day or for giving advice in relation to the Transaction.

KBC Peel Hunt, which is regulated by the Financial Services Authority, is acting for GI and no-one else. It will not be responsible to any other person for providing the protections afforded to customers of KBC Peel Hunt or for giving advice in relation to the Transaction.

DEFINITIONS The following definitions apply throughout this announcement, unless the context requires otherwise: "Admission" the admission of the GI Shares, in issue and to be issued in connection with the Transaction, to trading on AIM becoming effective in accordance with the AIM Rules

"AIM" the Alternative Investment Market of the London Stock Exchange

"AIM Rules" the rules for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time

"Board" the board of directors of the Company from time to time

"GI" or "the Company" General Industries PLC

"GI Shares" or " Shares" ordinary shares of 10p each in the capital of GI

"Board" or "Directors" the board of directors of GI

"CNRS" Centre Nationale de la Recherche Scientifique, a French government research institution

"Consideration Shares" new shares to be issued under the Share Sale Agreement

"Dawnay Day" Dawnay, Day Corporate Finance Limited

"Enlarged Group" the company and its subsidiaries following completion of the Transaction

"Enlarged Issued Share Capital" the issued share capital of the Company following completion of the Transaction

"Extraordinary General Meeting" the Extraordinary General meeting of GI, at or "EGM" which resolutions to approve the Transaction will be proposed

"Existing Shares" the 4,200,000 issued Shares as at the date of this document prior to the Transaction

"GI" or the "Company" General Industries PLC

"ImmuPharma" Immupharma plc, which has resolved to change its name to Immupharma UK Ltd subject to the passing of the Resolutions

"ImmuPharma France" ImmuPharma (France) SA a company Incorporated in France, a subsidiary of ImmuPharma plc and formerly named Bio Delivery Systems SA.

"ImmuPharma Group" the Company and its subsidiaries ImmuPharma or "ImmuPharma" Switzerland and ImmuPharma France

"ImmuPharma Switzerland" ImmuPharma AG, a company Incorporated in Switzerland, a subsidiary of ImmuPharma plc and formerly named Zimmer & Associates AG

"ImmuPharma Shares" ordinary shares of 1p each in the capital of ImmuPharma

"ImmuPharmaVendors" the holders of ImmuPharma Shares who have signed the Share Purchase Agreement

"KBC Peel Hunt" KBC Peel Hunt Limited

"London Stock Exchange" London Stock Exchange plc

"Placing" the issue of new shares pursuant to the Placing Agreement

"Placing Agreement" the Agreement dated 20 January 2006 between the Company, KBC Peel Hunt, and Dawnay Day and others

"Placing Shares" the shares to be issued pursuant to the Placing Agreement

"Present Directors" R. Wollenberg, A. Shakesby, D. Joseph, I. Reynolds "Proposed Directors" R.Warr, D. Dimitriou, R. Zimmer, P. Walker-Taylor, D.Paterson, A Johnson

"Resolutions" the resolutions to be proposed at the EGM

"Share Purchase Agreement" the Agreement dated 20 January 2006 between the ImmuPharma Vandors (1) and the Company (2) for the purchase by the Company of all the issued ImmuPharma Shares

"Shareholder" a holder of Shares

"Share Option Schemes" the Company's proposed new Inland Revenue approved company share ownership plan and unapproved share option scheme

"Takeover Code" the City Code on Takeovers and Mergers

"Transaction" the proposed acquisition by the Company of ImmuPharma pursuant to the Share Purchase Agreement and the Placing

"Zimmer Family" Dr Robert Zimmer, Mme Elizabeth Zimmer, Mlle Camille and Mlle Lucie Zimmer

This information is provided by RNS The company news service from the London Stock Exchange

END

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