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RNS Number:4738Z
Lazard & Co., Ltd (Panmure Gordon)
07 June 2004

                                 EMM DISCLOSURE

                                                             FORM 38.5 (SUMMARY)


Lodge with a RIS and the Takeover Panel.  Use a separate form for each class of
securities in which dealings have been made.


CONNECTED EXEMPT MARKET- MAKERS:
DISCLOSURE UNDER RULE 38.5 OF THE CITY CODE ON TAKEOVERS AND MERGERS


Name of EMM

Lazard & Co., Limited (Panmure Gordon)


Date of disclosure

7 June 2004


Contact name

Tom Forcier


Telephone number

020 7187 2252


Please see attached disclosure of dealings under Rule 38.5 in the securities
of the following companies:


AMENDMENT

If the attached Rule 38.5 disclosure is to amend a previous disclosure, please
state which element(s) of previous disclosure was incorrect:



In the case of option business or dealings in derivatives full details should be
given on a separate sheet so that the nature of the dealings can be fully
understood. For options this should include the number of securities under
option, the exercise period (or in the case of exercise, the exercise date), the
exercise price and any option money paid or received. For derivatives this
should include, at least, the number of reference securities to which they
relate (when relevant), the maturity date (or if applicable the closing out
date) and the reference price.


For full details of the disclosure requirements see Rules 8 and 38 of the Code.
If in doubt contact the Monitoring Section of the Panel, Tel. No: 020 7638 0129.
Email: monitoring@disclosure.org.uk

                                                                       FORM 38.5

CONNECTED EXEMPT MARKET-MAKERS:
DISCLOSURE UNDER RULE 38.5 OF THE CITY CODE ON TAKEOVERS AND MERGERS

Dealing in (name of company)

Celltech Group


Class of security

Ordinary shares


Date of disclosure

7 June 2004


Date of dealing

4 June 2004


Name of EMM

Lazard & Co., Limited (Panmure Gordon)


Name of offeree/offeror with whom connected

UCB SA


Total number of securities purchased

1,000,000


Highest price paid*


548p


Lowest price paid*

548p


Total number of securities sold

0


Highest price received*

n/a


Lowest price received*

n/a


*Currency must be stated


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

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