RNS Number:3209U
CeNeS Pharmaceuticals PLC
16 January 2004


             CENES PHARMACEUTICALS PLC ("CeNeS" or "the Company") 

                  Notice of Extraordinary General Meeting

The directors of CeNeS ("Directors" or "the Board") hereby gives notice that an 
Extraordinary General Meeting ("EGM") of the Company will be held at the offices 
of Weil, Gotshal & Manges, One South Place, London EC2M 2WG on 9 February 2004 
at 11 a.m. A circular has been sent to shareholders giving full details of the 
resolutions to be considered at the EGM. The background to the convening of the 
EGM is set out below.

On 21 November 2003, the Company entered into a share exchange agreement with 
the shareholders of TheraSci Limited ("TheraSci") pursuant to which the Company 
acquired the entire issued share capital of TheraSci for a total consideration 
of up to #3,700,000 to be satisfied by the allotment of up to 45,726,209 
ordinary shares of 1p each in the capital of the Company ("Ordinary Shares").

On 21 November 2003 37,526,931 Ordinary Shares were allotted to the shareholders 
of TheraSci. The second tranche of 4,576,720 Ordinary Shares is due to be 
allotted to the shareholders of TheraSci (other than GlaxoSmithKline ("GSK")) 
as soon as practicable after 21 November 2003 but, in any event, no later than 
30 June 2004.

In addition, on 21 November 2003, under the terms of an asset purchase agreement
with TheraSci, GSK assigned all rights to their programme developing novel
short-acting sedatives to TheraSci. Under the terms of this agreement, and
subject to the achievement of a particular milestone, the Company is due to
allot a further 3,622,558 Ordinary Shares to GSK.

Accordingly, an ordinary resolution will be proposed at the EGM which will,
inter alia, permit the Company to allot Ordinary Shares in relation to the
second tranche of TheraSci deferred consideration shares and the possible
milestone payment to GSK.

The Company is also taking the opportunity at the EGM to table a special
resolution which will enable the Directors of the Company to allot Ordinary
Shares, for cash, up to an aggregate value of #250,482.30 representing 10 per
cent. of the Ordinary Shares in issue at 13 January 2004.

In addition, in accordance with the Combined Code's Code of Best Practise, Dr.
Peter Johnson and Alan Smith, who were appointed to the Board on 16 October 2003
and 8 January 2004 respectively, are standing for election by the shareholders
at the first opportunity after their appointment.

Further information

Neil Clark, CeNeS Pharmaceuticals plc       01223 266 466

16 January 2004


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