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RNS Number:8304A
Celltech Group PLC
14 July 2004

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

                        Celltech Group plc ("Celltech")

                            Cancellation of Listing

Celltech has applied for the cancellation of the listing of Celltech's ordinary
shares, nominal value 50 pence per share (the "Ordinary Shares"), on the
Official List of the UK Listing Authority and for the cancellation of the
admission to trading of the Ordinary Shares on the London Stock Exchange's
market for listed securities. It is anticipated that cancellation of the listing
and admission to trading will take effect from 10 August 2004. Following the
cancellation of listing on the Official List and the admission to trading on the
London Stock Exchange, Celltech also anticipates that the New York Stock
Exchange will delist Celltech's American Depositary Receipts ("ADRs") from
trading. Celltech will file a Form 15 with the Securities and Exchange
Commission to terminate or suspend its reporting obligations under the
Securities Exchange Act of 1934 at such time as Celltech is able to provide the
relevant certifications related to the number of beneficial holders of its
Ordinary Shares and ADRs in the United States.


PRESS ENQUIRIES:

Celltech                                                      Tel:  +44 (0)1753 534 655
Richard Bungay

Lazard & Co., Limited (Financial adviser to UCB)              Tel:  +44 (0)20 7187 2000
William Rucker
David Gluckman
Samuel Bertrand

Morgan Stanley & Co. Limited (Joint financial adviser to      Tel:  +44 (0)20 7425 5000
Celltech)
Simon Robey
Mark Warham

J.P. Morgan plc (Joint financial adviser to Celltech)         Tel:  +44 (0)20 7742 4000
Bernard Taylor
Julian Oakley

Unless the context otherwise requires, terms used in this announcement have the
same meanings as in the Offer Document.  The full terms and conditions of the
Offer (including details of how the Offer may be accepted) are set out in the
Offer Document, and the accompanying Acceptance Forms.  In deciding whether or
not to accept the Offer, Celltech Shareholders must rely solely on the terms and
conditions of the Offer and the information, and the procedures described, in
the Offer Document and related Acceptance Forms.

This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of an offer to purchase or subscribe for any
securities.

Lazard & Co., Limited ("Lazard") is acting for UCB and no one else in connection
with the Offer and will not be responsible to anyone other than UCB for
providing the protections afforded to clients of Lazard or for providing advice
in connection to the Offer, the contents of this announcement or any transaction
or arrangement referred to herein.

Morgan Stanley & Co. Limited ("Morgan Stanley") is acting for Celltech and no
one else in connection with the Offer and will not be responsible to anyone
other than Celltech for providing the protections afforded to clients of Morgan
Stanley or for providing advice in connection to the Offer, the contents of this
announcement or any transaction or arrangement referred to herein.

J.P. Morgan plc ("JPMorgan") is acting for Celltech and no one else in
connection with the Offer and will not be responsible to anyone other than
Celltech for providing the protection afforded to clients of JPMorgan or for
providing advice in connection to the Offer, the contents of this announcement
or any transaction or arrangement referred to herein.

In the United States, UCB S.A. ("UCB") filed a Tender Offer Statement on
Schedule TO containing the Offer Document and other related documentation and
Celltech filed a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC on 19 May 2004.  Free copies of these documents are available on the
SEC's web site at http://www.sec.gov. Celltech Shareholders in the United States
are urged to read the Tender Offer Statement, the Solicitation/Recommendation
Statement and the related documentation as they contain important information.

Subject to compliance with all applicable regulations (including the City Code)
and in accordance with normal UK market practice and exemptive relief granted by
the SEC from Rule 14e-5 under the Exchange Act ("Rule 14e-5"), UCB or its
nominees, or its brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Celltech Securities outside the
United States, other than pursuant to the Offer, before or during the period in
which the Offer remains open for acceptance.  These purchases may occur either
in the open market at prevailing market prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as is
required in the United Kingdom and communicated in the United States by way of
an announcement by or on behalf of UCB.

The availability of the Offer to holders of Celltech Shares or Celltech ADSs who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions.  Holders of Celltech Shares or Celltech ADSs who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

Unless otherwise determined by UCB and permitted by applicable law and
regulation, the Offer (including the Loan Note Alternative) is not being 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 is it being made in or into
Australia, Belgium or Japan and the Offer is not capable of acceptance by any
such use, means, instrumentality or facilities or from within Australia,
Belgium, Canada or Japan.  Accordingly, unless otherwise determined by UCB 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, Belgium, 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 have not been,
and will not be, listed on any stock exchange and have not been and will not be
registered under the 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, Belgium, 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, Belgium, 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, Belgium,
Canada or Japan or any other such jurisdiction.


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