RNS Number:1678I
Celltech Group PLC
03 March 2003

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
                                     JAPAN

                                                                    3 March 2003

                        CELLTECH GROUP PLC ("CELLTECH")
                CASH OFFER FOR OXFORD GLYCOSCIENCES PLC ("OGS")

Celltech announces that the Offer Document in respect of its cash offer for the
entire issued, and to be issued, share capital of OGS, which was announced on 26
February 2003, was posted to OGS Securityholders on 1 March 2003. A Tender Offer
Statement containing the Offer Document and other related information was also
filed with the SEC today. The first closing date of the Offer is 31 March, 2003.

Enquiries:

For further information contact:

Celltech Group plc     Telephone: +44 (0)1753 534 655

Dr Peter Fellner, Chief Executive

Peter Allen, Chief Financial Officer

Richard Bungay, Director of Corporate Communications

JPMorgan     Telephone: +44 (0)20 7742 4000

Bernard Taylor, Vice Chairman

Julian Oakley, Managing Director

Brunswick London

Jon Coles     Telephone: +44 (0)20 7404 5959

Fiona Fong

Brunswick New York

Cindy Leggett-Flynn     Telephone: +1 212 333 3810



This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer Document and the
Acceptance Forms accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. Celltech has today filed with the SEC a Tender Offer Statement
containing the Offer Document and other related information. Free copies of
those documents will be available on the SEC's website at www.sec.gov. The Offer
Document and the Acceptance Forms accompanying the Offer Document will be made
available to all OGS Securityholders at no charge to them. OGS Securityholders
are advised to read the Offer Document and the accompanying Acceptance Forms
when they are sent to them because they will contain important information. OGS
Securityholders in the United States are also advised to read the Tender Offer
Statement because it will contain important information.

Unless otherwise determined by Celltech and permitted by applicable law and
regulation, the Offer (including the Loan Note Alternative) will not be made,
directly or indirectly, in or into, or by use of the mails of, or by any other
means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any facility of a
national securities exchange of Canada, nor will it be made in or into Australia
or Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within Australia, Canada or Japan.
Accordingly, unless otherwise determined by Celltech and permitted by applicable
law and regulation, neither copies of this announcement nor any other documents
relating to the Offer are being, or may be, mailed or otherwise forwarded,
distributed or sent in or into Australia, Canada or Japan and persons receiving
such documents (including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions.

The Loan Notes to be issued pursuant to the Loan Note Alternative available
under the Offer have not been, and will not be, listed on any stock exchange and
have not been and will not be registered under the US Securities Act or under
any relevant securities laws of any state or other jurisdiction of the United
States, or under the relevant securities laws of Australia, Canada or Japan or
any other jurisdiction. Accordingly, unless an exemption under such relevant
laws is available, Loan Notes may not be offered, sold, re-sold or delivered,
directly or indirectly, in, into or from the United States, Australia, Canada or
Japan or any other jurisdiction in which an offer of Loan Notes would constitute
a violation of relevant laws or require registration of the Loan Notes, or to or
for the account or benefit of any US Person or resident of Australia, Canada or
Japan or any other such jurisdiction.

J.P. Morgan plc, registered in the United Kingdom by the Financial Services
Authority, is acting for Celltech and for no one else in connection with the
Offer and will not be responsible to anyone other than Celltech for providing
the protections afforded to customers of JPMorgan or for providing advice in
relation to the Offer, the contents of the Offer Document or any transaction or
arrangement referred to therein.

The Panel on Takeovers and Mergers (the Panel) wishes to draw the attention of
member firms of NASDAQ to certain UK dealing disclosure requirements during the
offer period. The offer period (in accordance with The City Code on Takeovers
and Mergers, which is published and administered by the Panel) commences at the
time when an announcement is made of a proposed or possible offer, with or
without terms. OGS has equity securities traded on the London Stock Exchange and
NASDAQ.

The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, Rule 8 requires public disclosure of dealings during
the offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of the offeree company. Relevant securities include OGS Ordinary
Shares, OGS American Depository Shares and instruments convertible into OGS
Ordinary Shares or OGS American Depository Shares. This requirement will apply
until the first closing date or, if this is later, the date when the Offer
becomes or is declared unconditional or lapses.

Disclosure should be made on an appropriate form by no later than 12 noon London
time (7 a.m. New York City time) on the business day following the date of the
dealing transaction. These disclosures should be published through a Regulatory
Information Service.

The Panel requests that member firms advise those of their clients who wish to
deal in the relevant securities of OGS, whether in the United States or in the
UK, that they may be affected by these requirements. If there is any doubt as to
their application the Panel should be consulted (telephone number: +44 (0) 20
7382 9026, fax number: +44 (0) 20 7638 1554).

This announcement has been approved by J.P.Morgan plc for the purpose of section
21 of the Financial Services and Markets Act 2000 only.



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