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Xenova Group PLC (XEN)

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Thursday 13 July, 2000

Xenova Group PLC

Issue of Equity, etc

Xenova Group PLC
13 July 2000


  Not for release, publication or distribution in or into the United States,
              Canada, Australia, the Republic of Ireland or Japan
                                       
                               Xenova Group plc
                            Placing and Open Offer
                                      by
                           Nomura International plc
                                      of
                     2,885,108 Units, each Unit comprising
                       5 Ordinary Shares and 4 Warrants
                             at 345 pence per Unit

Summary

-    Xenova Group plc ('Xenova') announces today that it is proposing to raise
     approximately £10.0 million, before expenses, by way of an issue of
     2,885,108 Units, each Unit comprising 5 new Ordinary Shares and 4
     Warrants, at 345p per Unit.  The issue of the Units has been underwritten
     in full by Nomura International plc ('Nomura').  In addition, Xenova will
     raise a further approximately £9.8 million, before expenses, assuming
     full exercise of the Warrants at 85p per Warrant, the Warrants being
     exercisable between 1 January 2001 and 31 October 2001.

-    The Units (other than those Units which certain of the directors of
     Xenova have irrevocably undertaken to take up) have been conditionally
     placed with institutional investors, subject to rights of recall to
     satisfy valid applications by Qualifying Shareholders under the Open
     Offer.

-    Under the Open Offer, Qualifying Shareholders are being invited to apply
     for Units at 345p per Unit on the basis of 1 Unit for every 19 Ordinary
     Shares held on Tuesday 4 July 2000.

-    The proceeds under the Placing and Open Offer will be applied towards:

     -    the completion of Phase II clinical trials for XR9576 (P-gp multi-
          drug resistance) and, together with a partner, conducting Phase III
          trials
     -    the completion of Phase II clinical trials and, if appropriate,
          together with a partner, conducting Phase III trials for XR5000
     -    advancing preclinical research in relation to, among others, MRP,
          PAI-1 inhibitors, telomerase and, depending on available resources,
          progressing XR11576 into Phase I clinical trials; and
     -    the general working capital requirements of the Group including
          relocation costs which will arise when the current lease of the
          Group's principal facility expires.

Commenting on the Placing and Open Offer, David A Oxlade, Chief Executive
Officer of Xenova, said:  'We are delighted to have raised these funds, which
will enable Xenova to continue with the development of its lead drug
candidates, both of which are currently nearing the end of Phase II trials.
We will also continue to further develop our pipeline of novel drug
candidates.'
                                                                              

For further information, please contact:

Xenova Group plc
David A Oxlade, Chief Executive Officer
Daniel Abrams, Group Finance Director
Hilary Reid Evans, Head of Corporate Communications
Tel:  01753 706600

Nomura International plc
David Porter
Tel:  020 7521 2000

Financial Dynamics
Sophie Pender-Cudlip
Tel:  020 7831 3113

This announcement has been approved for the purposes of Section 57 of the
Financial Services Act 1986 by Nomura International plc ('Nomura
International'), which is regulated by The Securities and Futures Authority
Limited.  Nomura International is acting as financial adviser to and sponsor
of Xenova Group plc in relation to the Placing and Open Offer and no one else
and will not be responsible to anyone other than Xenova Group plc for
providing the protections afforded to customers of Nomura International nor
for providing advice in relation to the Placing and Open Offer.

This document does not constitute, or form part of, any offer of, or
solicitation of an offer for, securities.  Any acquisition of, or application
for, Units in the proposed Placing and Open Offer should be made only on the
basis of information contained in the prospectus to be issued in connection
with the Placing and Open Offer.

                                       
                               Xenova Group plc
                            Placing and Open Offer
                                      by
                           Nomura International plc
                                      of
                     2,885,108 Units, each Unit comprising
                        5 Ordinary Shares and 4 Warrants
                             at 345 pence per Unit
                                       
Introduction

Xenova announced today that it is proposing to raise approximately £10.0
million before expenses through a Placing and Open Offer of 2,885,108 Units,
each Unit comprising 5 new Ordinary Shares and 4 Warrants, at a price of 345p
per Unit.  The issue of the Units has been underwritten in full by Nomura.

In addition, Xenova will raise a further £9.8 million approximately, before
expenses, assuming full exercise of the Warrants at 85p per Warrant, which are
exercisable between 1 January 2001 and 31 October 2001.

Since the flotation of the Company on the London Stock Exchange in December
1996, there have been a number of important developments and advances made by
the Group.  In particular, developments over the over the last 18 months
include:

-    initiating 3 Phase IIa clinical trials for its XR9576 drug candidate and
     4 Phase II clinical trials for its XR5000 drug candidate;
-    selecting XR11576 as a preclinical development candidate;
-    focusing the business on proprietary drug discovery and development and
     significantly reducing the Group's cash burn, through the sale of the
     Xenova Discovery business and the MetaXen business, which also generated
     a net gain on the disposals of approximately £2.5 million;
-    raising approximately £8.4 million (net of expenses) through the exercise
     of the 1998 Warrants and, in 1999, a placing of Ordinary Shares;
-    reconstituting the Group's Scientific Advisory Board to reflect the
     Group's strategic focus on oncology;
-    entering into a collaboration with Brunel University and the Institute of
     Genetics and Pharmacogenomics in the field of telomerase research; and,
     most recently
-    advancing XR9576 towards pivotal Phase III studies following the
     successful conclusion of the paclitaxel/XR9576 pharmacokinetic Phase IIa
     study as announced on 7 March 2000.

Strategy

The Group focuses on the discovery and development of novel small molecule
drug candidates, which have the potential to be administered in both oral and
iv formulations.  The Group has expertise in the areas of oncology and multi-
drug resistance in particular.  Xenova intends to develop a sizeable pipeline
of potential drug candidates and to commercialise the products of its research
through partnering with major pharmaceutical companies.

Background

Xenova is an emerging bio-pharmaceutical company specialising in the discovery
and development of new small molecule drugs.  The Company's strategy is to
develop commercially attractive new drugs, primarily in the area of cancer
therapeutics.

Xenova currently has two drug candidates, XR9576 and XR5000, undergoing Phase
II clinical trials, and a number of drug leads undergoing optimization or
evaluation.

XR9576 has been shown in clinical trials to be a P-glycoprotein pump (P-gp)
inhibitor, which is being developed to restore the sensitivity of multi-drug
resistant cancer cells to specific cytotoxic drugs.  Phase I study results for
the intravenous and oral administration of XR9576 were presented at the May
1999 meeting of the American Society of Clinical Oncologists.

XR5000 has been shown in preclinical trials to act as an inhibitor of both
topoisomerases I and II, enzymes which are critically involved in the
replication of DNA during the process of cell division.  XR5000 completed
Phase I studies in late 1998.

In addition to XR9576 and XR5000, Xenova is also currently undertaking cancer
research projects targeting MRP-related multi-drug resistance, next generation
topoisomerase inhibitors, telomerase (with Brunel University) and plasminogen
activator inhibitor-1 (PAI-1).

Use of Proceeds

The proceeds from the Placing and Open Offer will be applied towards:

-    the completion of Phase II clinical trials and, together with a partner,
     conducting Phase III trials for XR9576 (P-gp MDR);
-    the completion of Phase II clinical trials and, if appropriate, together
     with a partner, conducting Phase III trials for XR5000;
-    advancing preclinical research in relation to, among others, MRP, PAI-1
     inhibitors, telomerase and, depending on available resources, progressing
     XR11576 into Phase I clinical trials; and
-    the general working capital requirements of the Group including
     relocation costs which will arise when the current lease of the Group's
     principal facility expires.

Placing and Open Offer

The Units (other than the Units which certain of the directors of Xenova have
irrevocably undertaken to take up) have been conditionally placed by Nomura
International plc ('Nomura') as agents of the Company with institutional
investors, subject to rights of recall to satisfy valid applications by
Qualifying Shareholders under the Open Offer.

The Placing and Open Offer, which has been underwritten by Nomura, is subject
to the Placing and Open Offer Agreement entered into between Xenova and Nomura
becoming unconditional and not being terminated in accordance with its terms.

Application has been made to the UK Listing Authority for admission of the new
Ordinary Shares and Warrants (together with the Nomura Warrants, to be issued
to Nomura on the same terms and conditions as the Warrants under the Placing
and Open Offer Agreement) to the Official List.  Application has been made for
the New Shares and the Warrants (together with the Nomura Warrants) to be
admitted to trading by the London Stock Exchange.  Dealings are expected to
commence on 8 August 2000.

The Open Offer is being made by Nomura International as agent of the Company
on the basis of 1 Unit for every 19 Ordinary Shares held on 4 July 2000 and so
on in proportion for any other number of Ordinary Shares then held. Fractions
of Units will not be allotted to Qualifying Shareholders under the Open Offer
but will be aggregated and allotted under the Placing for the benefit of the
Company, as will Units attributable to non-Qualifying Shareholders.
Qualifying Shareholders may apply for any whole number of Units up to their
maximum entitlement but no application in excess of the maximum will be met.
Completed Application Forms, accompanied by payment in full, must be received
by 3.00 pm on 3 August 2000.

Directors' Participation

Certain of the Directors, namely John Jackson (Chairman), David Oxlade (Chief
Executive Officer), Daniel Abrams (Chief Financial Officer), Michael Moore
(Chief Scientific Officer), John Waterfall (Research and Development
Director), and Ronald Irwin (Non-Executive Director), have agreed to take up
their entitlements under the Open Offer in respect of an aggregate amount of
8,129 Units.

Extraordinary General Meeting

An extraordinary general meeting has been convened at 10.00am on 7 August 2000
at Nomura House, 1 St Martin's-le-Grand, London EC1A 4NP, to authorize the
Directors to issue and allot the new Ordinary Shares and Warrants comprised in
the Units.

Placing Statistics

No. of  Units in the Placing and Open Offer                         2,885,108

No. of Ordinary Shares in issue following
the Placing and Open Offer                                         69,242,577

Issue Price per Unit                                                     345p

Estimated net proceeds of the Placing
and Open Offer receivable by Xenova,
ignoring the exercise of any Warrants                                   £9.3m

Warrant Exercise Price                                                    85p

Estimated gross and net proceeds from
the exercise of the Warrants
£9.8m

Timetable                                                                2000

Record date entitlement under the Open Offer                           4 July

Latest time and date for splitting
Application Forms                                         3.00 pm on 1 August

Latest time and date for receipt of forms
of proxy for Extraordinary General Meeting               10.00 am on 5 August

Latest time and date for receipt of
Application Forms and payment in full                     3.00 pm on 3 August

Extraordinary General Meeting                            10.00 am on 7 August

Dealings expected to commence in the new
Ordinary Shares and Warrants                                       8 August

New Ordinary Shares and Warrants in
uncertificated form expected to be enabled
in CREST                                                             8 August

Definitive certificates for new Ordinary
Shares and Warrants in certificated form
expected to be despatched                                           11 August

Exercise of Warrants                        1 January 2001 to 31 October 2001

Documents

Copies of the prospectus relating to the Placing and Open Offer are expected
to be sent to shareholders later today.

Application forms are personal to shareholders and may not be transferred
except to satisfy bona fide market claims.


This announcement has been approved for the purposes of Section 57 of the
Financial Services Act 1986 by Nomura International plc ('Nomura
International'), which is regulated by The Securities and Futures Authority
Limited.  Nomura International is acting as financial adviser to and sponsor
of Xenova Group plc in relation to the Placing and Open Offer and no one else
and will not be responsible to anyone other than Xenova Group plc for
providing the protections afforded to customers of Nomura International nor
for providing advice in relation to the Placing and Open Offer.

This document does not constitute, or form part of, any offer of, or
solicitation of an offer for, securities.  Any acquisition of, or application
for, Units in the proposed Placing and Open Offer should be made only on the
basis of information contained in the prospectus to be issued in connection
with the Placing and Open Offer.