EXHIBIT 4.5


 


[FORM OF EXECUTIVE DIRECTOR LOCK-UP LETTER]


 


                 ,
2004


 


Morgan Stanley Securities Limited


SG Cowen & Co., LLC


c/o Morgan Stanley Securities Limited


25 Cabot Square


Canary Wharf


London


E14 4QA


 


Dear Sirs and Mesdames:


 


The undersigned understands that Morgan
Stanley Securities Limited (“Morgan Stanley”) and SG Cowen & Co.,
LLC (“SG
Cowen”) proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Cyclacel Group plc, a public limited company
incorporated under the laws of England and Wales (the “Company”), providing for the
public offering (the “Public Offering”) by the several
Underwriters, including Morgan Stanley and SG Cowen (the “Underwriters”), of
       of the Company’s ordinary shares, nominal
value £0.01 (the “Shares”).


 


To induce the Underwriters that may
participate in the Public Offering to continue their efforts in connection with
the Public Offering, the undersigned hereby agrees that without the prior
written consent of Morgan Stanley and SG Cowen on behalf of the Underwriters,
it will not and will take reasonable steps to ensure that none of its Connected
Persons or persons acting on its or their behalf will, during the period
commencing on the date hereof and ending 450 days after the date of admission
of the Shares to the Official List of the UK Listing Authority and to trading
on the London Stock Exchange’s market for listed securities (“Admission”),


 


(1)                                  offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any Shares or any securities convertible into or exercisable or exchangeable
for Shares or


 


(2)                                  enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Shares,


 

















 


whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of ordinary
shares or such other securities, in cash or otherwise.


 


The foregoing agreement shall
not apply to:


 


(a)                                  the
sale or lending of any Shares to the Underwriters pursuant to the Underwriting
Agreement or any securities lending agreement, as the case may be, or


 


(b)                                 acceptance
of a general offer made to all the holders of the issued and allotted shares of
the Company for the time being (other than shares held or contracted to be
acquired by the offeror or its associates within the meaning of section 430E of
the UK Companies Act 1985) made in accordance with the UK City Code on
Takeovers and Mergers on terms which treat all such holders alike and which
has:


 


(i)                     become
or been declared unconditional in all respects; or


 


(ii)                  been
recommended for acceptance by the directors for the time being of the Company,


 


or from executing and delivering an
irrevocable commitment or undertaking to accept a general offer (without any
further agreement to transfer or dispose of any ordinary shares or any interest
therein) such as is mentioned above, or


 


(c)                                  the
transfer of any Shares by gift, charitable contribution, will or intestacy, or


 


(d)                                 the
transfer of any Shares to a Connected Person,


 


provided, however, that in the case of
(c) and (d) above, (A) it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the securities subject to the provisions of this letter agreement, and
(B) no such transfer ay include a disposition for value.


 


In addition, the undersigned agrees that,
without the prior written consent of Morgan Stanley and SG Cowen on behalf of
the Underwriters, it will not, during the period commencing on the date hereof
and ending 450 days after Admission, make any demand for or exercise any right with
respect to, the registration of any ordinary shares or any security convertible
into or exercisable or exchangeable for ordinary shares.


 


The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of the undersigned’s shares of ordinary shares
except in compliance with the foregoing restrictions.


 


2

















 


If:


 


(1)           during the last 17 days of the
450-day restricted period the Company issues a earnings release or material
news or a material event relating to the Company occurs; or


 


(2)           prior
to the expiration of the 450-day restricted period, the Company announces that
it will release earnings results during the 16-day period beginning on
the last day of the 450-day period;


 


the restrictions imposed by this Lock-Up
Agreement shall continue to apply until the expiration of the 18-day period
beginning on the issuance of the earnings release or the occurrence of the
material news or material event.


 


The undersigned further understands that this
Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors and assigns.


 


For the purpose of this Lock-Up Agreement, Connected
Person means (in relation to an individual):


 


(a)           any
person or persons acting in his or her capacity as trustee or trustees of a
trust of which such individual is the settlor, provided that there are no
persons beneficially interested under the trust other than that individual or
his spouse or any child under the age of 18; or


 


(b)           any
person who is the spouse, a sibling, a parent or a child of that individual.


 


Whether or not
the Public Offering actually occurs depends on a number of factors, including market
conditions. Any Public Offering will only be made pursuant to an Underwriting
Agreement, the terms of which are subject to negotiation between the Company
and the Underwriters.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  



 


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