EXHIBIT 4.7


 


[FORM OF SHAREHOLDER 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
Affiliates or persons acting on its or their behalf will,


 


(A)                              during
the period commencing on the date hereof and ending 180  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; and


 


(B)                                thereafter,
during the period between 181 days and 360 days following Admission not to
enter into any of the arrangements set out in (A)(1) or (A)(2) above in respect
of more than 50 per cent. of the total number of Shares held by the undersigned
as at Admission.


 


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)                                 transactions
relating to Shares or other securities acquired in open market transactions
after the completion of the Public Offering or


 


(c)                                  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


 


(d)                                 the
transfer or disposal of Shares by one Affiliate to another, provided that,
before registration of any such transfer, the transferee Affiliate executes an
agreement stating that the transferee is receiving and holding the securities
subject to the provisions of this letter agreement and provided further that,
in the event that the transferee Affiliate ceases to hold such a position, it
shall immediately prior to such event transfer the Shares back to another
entity which is (and was at the date of this Lock-Up Agreement) an Affiliate of
the transferring Affiliate;


 


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,


 


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during the period commencing on
the date hereof and ending 180 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.


 


If:


 


(1)           during
the last 17 days of the 180-day or 360-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 180-day or 360-day restricted period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the 180-day or 360-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 purposes of this Lock-Up Agreement, Affiliate
means (i) in relation to a company, any subsidiary undertaking or parent
undertaking of that company and any other subsidiary undertaking of that parent
undertaking as at the date of this Lock-Up Agreement; and (ii) in relation to a
partnership, unit trust, investment trust, unincorporated association or other
fund (or any trustee or nominee of such entity), any other partnership, unit
trust, investment trust, unincorporated association or other fund (or any
trustee or nominee of such entity) which is managed or advised by the same
manager or adviser (or by an Affiliate of such manager or adviser, as defined
in (i) above) as at the date of this Lock-Up Agreement.


 


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.


 


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  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  



 


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