Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

1 Title 2 Application 3 Expiry 4 Interpretation 5 Exemption from rule 7(d) of Code 6 Exemption from rule 16(b) of Code 7 Conditions of exemptions in clauses 5 and 6 8 Further condition of exemption in clause 5 9 Application of exemption in clause 5

1	Title This notice is the Takeovers Code (ICP Biotechnology Limited) Exemption Notice 2007.
2	Application This notice applies to acts or omissions occurring on or after 13 September 2007.
3	Expiry This notice expires on the close of 1 March 2009.

4	Interpretation
(1)	In this notice, unless the context otherwise requires,- Act means the Takeovers Act 1993 BIO means ICP Biotechnology Limited Code means the Takeovers Code under the Act debt capitalisation means the capitalisation by BIO of all or part of its debt due, or to become due, to Viking (up to an aggregate maximum amount of $5,000,000) by the issue of new voting securities to Viking, together with 1 series 1 warrant and 1 series 2 warrant for every 2 new voting securities issued to Viking, on the same terms and conditions and at the same issue price as voting securities and warrants are issued under the issue issue means the renounceable rights issue of voting securities offered under a combined investment statement and prospectus dated 9 July 2007 by BIO to its ordinary and preference shareholders on the basis of 1 right for every 1 existing voting security held, together with 1 series 1 warrant and 1 series 2 warrant for every 2 new voting securities subscribed for under the issue meeting means the meeting of BIO shareholders held on 28 September 2007 to consider, amongst other things, whether or not to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to Viking under the transactions notice of meeting means the notice of meeting that is to be sent to BIO shareholders in respect of the meeting shortfall participation means participation by Viking, by way of cash subscription or debt capitalisation, in the placement of any shortfall voting securities by the issue of voting securities and series 1 warrants and series 2 warrants on terms and conditions and at a price that are not materially more favourable than the terms of the issue shortfall voting securities means the voting securities that are offered under the issue but are not placed by the closing date of the issue transactions means the debt capitalisation, the shortfall participation, and the warrant conversion Viking means Viking Capital Limited voting security means an ordinary share in BIO warrant conversion means the issue of voting securities resulting from the exercise of any warrants granted to Viking under the issue or as a result of the shortfall participation or the debt capitalisation warrants means series 1 warrants and series 2 warrants granted by BIO.
(2)	In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in BIO.
(3)	Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5	Exemption from rule 7(d) of Code Viking is exempted from rule 7(d) of the Code in respect of any increase in Viking's voting control resulting from the allotment of voting securities to Viking under the transactions to the extent that the notice of meeting does not comply with rule 16(b) of the Code.
6	Exemption from rule 16(b) of Code BIO is exempted from rule 16(b) of the Code in respect of the notice of meeting.
7	Conditions of exemptions in clauses 5 and 6 The exemptions in clauses 5 and 6 are subject to the conditions that- (a) the notice of meeting contains, or is accompanied by, the following particulars of the voting securities that may be allotted to Viking: (i) the maximum number of voting securities that could be allotted to Viking as a result of the transactions; and (ii) the maximum number of voting securities that could be allotted to Viking as a result of the transactions expressed as a percentage of the total voting securities on issue after the allotment of the voting securities to Viking resulting from the transactions; and (iii) the maximum percentage of the total voting securities on issue that could be held or controlled by Viking after the allotment of the voting securities to Viking resulting from the transactions; and (iv) the maximum percentage of the total voting securities on issue that could be held or controlled by Viking and its associates after the allotment of the voting securities to Viking resulting from the transactions: (b) the numbers and percentages referred to in paragraph (a) are calculated on the basis that- (i) no option, warrant, convertible security, or other right to be allotted a voting security in the future is exercised by any person other than Viking; and (ii) there is no change in the total number of voting securities on issue between the date of the notice of meeting and the date of the final allotment of voting securities under the transactions other than as a result of the allotment of voting securities resulting from the transactions: (c) the notice of meeting also contains, or is accompanied by,- (i) full particulars of the voting securities to be allotted to Viking as a result of the transactions; and (ii) a summary of the terms and conditions of the exemptions granted to Viking and BIO by this notice: (d) the notice of meeting displays, in a prominent position, a disclaimer stating that by exempting Viking from rule 7(d) of the Code, and BIO from rule 16(b) of the Code, the Takeovers Panel is- (i) neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting: (ii) not implying it has a view on the merits of the proposed issue of voting securities to Viking: (e) the form of the notice of meeting is approved by the Takeovers Panel: (f) every annual report issued by BIO between 27 August 2007 and the date of the final allotment of voting securities to Viking under the transactions includes, in a prominent position and in a form approved by the Takeovers Panel,- (i) a summary of the terms of the transactions; and (ii) a summary of the terms and conditions of the exemptions granted to Viking and BIO by this notice; and (iii) a statement, as at the date of the annual report, of- (A) the number of voting securities allotted to Viking as a result of the transactions; and (B) the total percentage of voting securities on issue held or controlled by Viking and its associates; and (C) the maximum percentage of total voting securities that could be held or controlled by Viking and its associates after the final allotment of voting securities to Viking resulting from the transactions.
8	Further condition of exemption in clause 5 The exemption in clause 5 is subject to the further condition that Viking does not become the holder or controller of an increased percentage of voting securities, except as a result of the allotment of voting securities to it under the transactions as approved by shareholders at the meeting, until the final allotment to Viking resulting from the transactions.
9	Application of exemption in clause 5 The exemption in clause 5 does not apply to any increase in voting control resulting from the allotment of voting securities under the transactions if, immediately after an allotment of voting securities to Viking under the transactions, the total percentage of voting securities held or controlled by Viking is greater than the maximum percentage of voting securities that could be held or controlled by Viking as disclosed in the notice of meeting in accordance with clause 7(a) (iii).

Dated at Wellington this 10th day of October 2007.

The Common Seal of the Takeovers Panel was affixed in the presence of:

This notice applies to acts or omissions occurring on or after 13 September 2007 and expires on the close of 1 March 2009. The Takeovers Panel has granted exemptions to-.

• Viking Capital Limited (Viking) in respect of rule 7(d) of the Takeovers Code (the Code); and
• ICP Biotechnology Limited (BIO) in respect of rule 16(b) of the Code.

BIO has made a renounceable rights issue to its existing shareholders (the issue). It is proposed that Viking may participate in the shortfall under the issue (either in cash or by way of capitalisation of debt due by BIO to Viking). It is also proposed that Viking may capitalise debt due to it by BIO under the debt capitalisation. Following the allotment and issue of voting securities and warrants under the shortfall participation and the debt capitalisation (if approved by BIO's shareholders), Viking may exercise some or all of the warrants; of which some are exercisable in February 2008 and some are exercisable in February 2009 (the shortfall participation, debt capitalisation, and warrant conversion are together referred to as the transactions).

As at 27 August 2007, Viking held 19.02% of the voting rights in BIO. It is likely, therefore, that the percentage of BIO voting rights held by Viking will increase under the transactions to in excess of 20%.

BIO intends to obtain shareholder approval, in accordance with the Code, of the potential allotment of voting securities to Viking under the transactions, subject to the resultant aggregate holding by Viking of voting securities in BIO not exceeding 35%.

BIO is, however, unable to comply with the requirements of rule 16(b) of the Code prior to the completion of the transactions, as BIO is not able to state in its notice of meeting-

• the precise number of voting securities that will be allotted to Viking; and
• the exact percentage of BIO voting rights that will be held or controlled by Viking after the allotments; and
• the total number of voting securities that will be on issue following the allotments.

These details can only be determined after the transactions have been completed and all allotments of voting securities pursuant to the transactions have been made.

The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions from rules 7(b) and 16(b) of the Code because-

• it is impossible for the actual number of voting securities to be allotted and the relevant percentages required by rule 16(b) to be stated in the notice of meeting, as these numbers and percentages are dependent on the extent to which the voting securities are issued to Viking and the extent to which the warrants are ultimately exercised by Viking:
• all non-associated shareholders will have an opportunity to vote on the potential allotment of voting securities to Viking under the transactions:
• if the non-associated shareholders approve the potential maximum allotment of voting securities to Viking, then, by implication, the shareholders also approve any lesser percentage of voting rights that may be allotted under the transactions.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 18 October 2007
This notice is administered by the Takeovers Panel.