Press Releases

Proposed cancellation of admission of Ordinary Shares to AIM, proposed change of name and resignation of Directors

Intercytex Group plc (“Intercytex” or “the Company”) today announces that it intends to apply to cancel the trading of its ordinary shares on AIM, to re-register the Company as a private company and to change the Company name to Regenerative Medicine Assets Limited. It is anticipated that the effective date of the Cancellation will be 8th January 2010. Pursuant to the AIM Rules for Companies, the cancellation of ordinary shares is conditional upon shareholder approval at a General Meeting to be held on 23 December 2009. In addition, the Company is seeking shareholder approval to change its name to Regenerative Medicine Assets Limited.

Following the proposed cancellation of securities it is intended that the Board of Directors will be reduced to four non-executive directors, with Alan Suggett and Paul Kemp resigning as directors.

A circular providing further details on the proposed cancellation and general meeting has been posted to shareholders today. The circular is also available on the Company’s website www.intercytex.com (see ‘Circular' link on the left side of the home page).

Background to and reasons for the Cancellation
On 1^st July 2009, Intercytex announced it had failed to find a buyer for the entire business but was in negotiations to sell various business assets. The Directors have also explored the possibility of raising further funds to continue development of Intercytex’ remaining development programmes. However, against the background of the current financial market, this has not been feasible. At the same time the Company has continued to conserve its cash resources by implementing measures to reduce overhead expenditure and headcount levels.

As announced on 23^rd November 2009, Intercytex has completed the sale of certain of the business assets of its wholly owned subsidiary, Axordia, to Pfizer Limited for total cash consideration of US $750,000. These funds are being used to support ongoing operational costs and working capital requirements of the Company, but are insufficient to allow continued development of Intercytex’ remaining products. The Directors therefore believe that the best course of action is to sell all of the remaining assets of the Group and return excess funds (if any) to Shareholders. Pursuant to this goal, the Directors believe they are close to securing the sale of the majority of Intercytex’ assets in three further transactions relating to the disposal of: (i) the hair regeneration assets including ICX-TRC, (ii) certain wound healing assets including ICX-SKN and Cyzact, and (iii) the Company’s wholly-owned subsidiary Intercytex Limited, which includes the Vavelta assets.

Whilst there can be no guarantees as to the likelihood of completion or of timing it is anticipated that the disposals can be completed within the next three months. Even if all of the disposals are completed and all anticipated sale proceeds received, the Group will still have significant liabilities to be settled. The Board therefore anticipates only a relatively small return to Shareholders (if any) compared to the market capitalisation at the time the Company’s shares were suspended on 2^nd September 2009.

The Directors believe that following the proposed cancellation, the Company will be better placed as an unlisted company to both: (i) complete the timely disposal of the Company’s remaining assets, and (ii) minimise ongoing operational costs.

The Board is seeking shareholders’ approval for the cancellation, the re-registration and the change of name.

The Directors have provided undertakings to vote in favour of the Resolutions representing, in aggregate, 1.73 per cent. of the issued share capital of the Company.

INVESCO Asset Management Limited, acting for and on behalf of its discretionary managed clients (“IAML”), the Company’s largest shareholder, has confirmed to the Company that, as at the date of this document, it is IAML’s current intention to vote in favour of the Resolutions. IAML currently holds approximately 21 per cent. of the Company’s issued share capital.

The Cancellation and the Re-Registration
The Company announced on 2^nd September 2009 that the Company’s Ordinary Shares had been suspended from AIM whilst the Directors of the Company took steps to divest certain business assets. The Directors believe that it is in the best interests of the Company to cancel trading of the Company’s ordinary shares on AIM now in order to reduce the Company’s operating costs and to facilitate a swifter completion of the disposals and crystallisation of any remaining value.

Following cancellation it is the intention of the Directors to effect the re-registration of the Company as a private company. The Directors consider the re-registration to be appropriate in connection with the cancellation and desirable to help facilitate future distributions, if any, made by the Company to shareholders. Re-registration is subject to the approval of shareholders at the General Meeting.

Proposed winding up of the Company
Following completion of the Disposals and receipt by the Company of all payments to be made to it under the terms of the Disposals it is proposed that the Company be wound up. The winding-up process may require further Shareholder approvals which will be sought, as necessary, at later dates. The Board will endeavour to minimise the costs associated with these subsequent actions.

The Board
In order to reduce costs, the Company has closed its offices in Cambridge, UK and Woburn, MA and has undertaken a redundancy programme so that, at the date of this document, the only employees of the Group are the three Executive Directors. The Company has given each of the Executive Directors notice of termination in respect of their employment and, in the case of Nicolas Higgins and Max Herrmann, it is anticipated that their employment with the Company will terminate on 31^st December 2009. It is proposed that Paul Kemp’s employment with the Company will be transferred, by operation of law, to Intercytex Limited on completion of the Sale of Hair Assets and the Sale of Skin Assets.

It is proposed that Nicolas Higgins and Max Herrmann will remain as non-executive directors of the Company following the cessation of their employment with the Company for a period of up to six months, terminable by one month’s notice. Nicolas Higgins and Max Herrmann will not be paid by the Company for these appointments but will receive reimbursement of any out-of-pocket expenses. Max Herrmann will also provide services to the Company, on a consultancy basis, from time to time to assist with the winding down of the Company’s operations and will remain the Company Secretary. John Aston and I have both agreed to stay on as non-executive directors without pay but will receive reimbursement of any out-of-pocket expenses.

Alan Suggett and Paul Kemp will be resigning as directors. The Board thanks both Alan and Paul for their contributions to the Company.

Effecting transactions in Ordinary Shares following Cancellation
Following Cancellation, although the Ordinary Shares will remain transferable they will no longer be tradable on AIM and no other trading facility will be available to enable the trading of the Ordinary Shares. Consequently, there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares. Further details regarding off-market transfer of shares in certificated form are provided in the circular to shareholders.

Enquiries

For more information, contact:

Intercytex' shares are listed on the Alternative Investment Market of the London Stock Exchange under the ticker symbol ICX.L.

Additional information on the Company can be found at www.intercytex.com

Statements contained within this press release may contain forward-looking information or statements with respect to the financial condition, results of operations and business achievements/performance of Intercytex and certain of the plans and objectives of management of Intercytex with respect thereto. By their nature, forward-looking statements involve risks and uncertainties that may cause actual results to vary from those contained in the forward-looking statements. In some cases, you can identify such forward-looking statements by terminology such as 'may', 'will', 'could', 'forecasts', 'expects', 'plans', 'anticipates', 'believes', 'estimates', 'predicts', 'potential', 'continue' or similar expressions. A number of factors, including the satisfactory progress of research and development, could cause Intercytex' actual financial condition, results of operations and business achievements/performance to differ materially from the estimates made or implied in such forward-looking statements and, accordingly, reliance should not be placed on such statements. Forward projections reflect management's best estimates based on information available at the time of issue and are not a guarantee of future performance. Other than as required by applicable law, Intercytex does not undertake any obligation to update or revise any forward-looking information or statements to reflect events or circumstances after the date of this release.

The term "Intercytex" refers to Intercytex Group plc and its subsidiary undertakings.