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Xenova Group PLC (XEN)

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Monday 19 February, 2001

Xenova Group PLC

Merger - Part 2

Xenova Group PLC
19 February 2001




Part 2

                                  APPENDIX 1


                        CONDITIONS OF THE MERGER OFFER

The Merger Offer will comply with the rules and regulations of the City Code,
the UKLA and the London Stock Exchange and will be subject to the following
conditions:


 a. valid acceptances being received (and not, where permitted, withdrawn) by
    not later than 3.00 p.m. (London time) on the first closing date of the
    Merger Offer (or such later time(s) and/or date(s) as Xenova may, subject
    to the rules of the City Code, decide) in respect of not less than 90 per
    cent. (or such lower percentage as Xenova may decide) in nominal value of
    the Cantab Shares to which the Merger Offer relates, provided that this
    condition will not be satisfied unless Xenova and/or its wholly owned
    subsidiaries shall have acquired or agreed to acquire (whether pursuant to
    the Merger Offer or otherwise) Cantab Shares carrying in aggregate more
    than 50 per cent. of the voting rights then normally exercisable at a
    general meeting of Cantab, including for this purpose (except to the
    extent otherwise agreed by the Panel) any such voting rights attaching to
    any Cantab Shares that are unconditionally allotted or issued before the
    Merger Offer becomes or is declared unconditional as to acceptances,
    whether pursuant to the exercise of any outstanding subscription or
    conversion rights or otherwise; and for this purpose:

     i. the expression 'Cantab Shares to which the Merger Offer relates' shall
        be construed in accordance with sections 428 to 430F of the Companies
        Act 1985, and

    ii. Cantab Shares which have been unconditionally allotted but not issued
        shall be deemed to carry the voting rights which they will carry upon
        issue;

 b. the passing at an extraordinary general meeting of Xenova (or any
    adjournment thereof) of an ordinary resolution or ordinary resolutions to
    approve, implement and effect the Merger Offer and the acquisition of any
    Cantab Shares pursuant to the Merger Offer or otherwise;

 c. the admission to the Official List of the New Xenova Shares (or such of
    them as are due to be allotted at the time the Merger Offer becomes or is
    declared unconditional in all other respects) becoming effective in
    accordance with the Listing Rules and the admission of such shares to
    trading on the London Stock Exchange's market for listed securities
    becoming effective or (if determined by Xenova and subject to the consent
    of the Panel) the UKLA agreeing to admit such shares to the Official List
    and the London Stock Exchange agreeing to admit such shares to trading
    subject only to (i) the allotment of such shares and/or (ii) the Merger
    Offer becoming or being declared unconditional in all respects;

 d. no Third Party having intervened in any way and there not continuing to be
    outstanding any statute, regulation, order or decision of any Third Party
    in each case which would or might be reasonably likely (in any case to an
    extent which is material in the context of the Xenova Group or the Cantab
    Group, as the case may be, taken as a whole) to:

     i. make the Merger Offer, its implementation or the acquisition or
        proposed acquisition by Xenova of any shares or other securities in,
        or control of, Cantab or any member of the Cantab Group void, illegal
        or unenforceable in any jurisdiction, or otherwise directly or
        indirectly restrain, prevent, prohibit, restrict or delay the same or
        impose additional conditions or obligations with respect to the Merger
        Offer or such acquisition, or otherwise materially challenge or
        interfere with the Merger Offer or such acquisition, or require
        material amendment to the terms of the Merger Offer or the acquisition
        or proposed acquisition of any Cantab Shares or of control by Xenova
        of Cantab or any member of the Cantab Group;

    ii. require or prevent the divestiture by Xenova of any shares or other
        securities in any member of the Cantab Group;

    iii. require, prevent or delay the divestiture or alter the terms
        envisaged for any proposed divestiture by any member of the Xenova
        Group or by any member of the Cantab Group of all or any material
        portion of their respective businesses, assets or properties or impose
        any material limitation on the ability of any of them to conduct any
        of their respective businesses or to own or control any of their
        respective assets or properties or any material part thereof;

    iv. require any member of the Xenova Group or of the Cantab Group to
        acquire, or to offer to acquire, any shares or other securities (or
        the equivalent) in any member of either group owned by any third
        party;

     v. impose any material limitation on the ability of any member of the
        Xenova Group or of the Cantab Group to conduct or integrate or
        co-ordinate its business, or any part of it, with the businesses or
        any part of the businesses of any other member of the Xenova Group or
        of the Cantab Group;

    vi. result in any member of the Cantab Group or the Xenova Group ceasing
        to be able to carry on business under any name under which it
        presently does so; or

    vii. otherwise adversely affect the business, assets, profits, financial
        or trading position or prospects of any member of the Cantab Group or
        of the Xenova Group,

    and all applicable waiting and other time periods during which any Third
    Party could have intervened under the laws of any jurisdiction having
    expired, lapsed or been terminated;

 e. the Office of Fair Trading or any relevant institute in the United Kingdom
    not having indicated that it is the intention of the Secretary of State
    for Trade and Industry to refer the proposed acquisition of Cantab by
    Xenova to the Competition Commission;

 f. in any case to an extent which is material in the context of the Xenova
    Group or the Cantab Group, as the case may be, as a whole, all
    notifications and filings which are necessary having been made, all
    appropriate waiting and other time periods (including any extensions of
    such waiting and other time periods) under any applicable legislation or
    regulation of any jurisdiction having expired, lapsed or been terminated
    (as appropriate) and all statutory or regulatory obligations in any
    jurisdiction having been complied with in each case in connection with the
    Merger Offer, the Merger, or the acquisition or proposed acquisition of
    any shares or other securities in, Cantab or the control of Cantab or any
    other member of the Cantab Group by Xenova or the carrying on by any
    member of the Cantab Group of its business;

 g. all Authorisations which are necessary or are reasonably considered
    necessary or appropriate by Xenova in any jurisdiction for or in respect
    of the Merger Offer, the Merger or the acquisition or proposed acquisition
    of any shares or other securities in Cantab, or the acquisition of control
    of any member of the Cantab Group by, Xenova or the carrying on by any
    member of the Cantab Group of its business having been obtained, in terms
    and in a form satisfactory to Xenova, from all appropriate Third Parties
    or from any persons or bodies with whom any member of the Cantab Group has
    entered into contractual arrangements, in each case where the absence of
    such Authorisation would have a material adverse effect on the Cantab
    Group taken as a whole, and all such Authorisations remaining in full
    force and effect and there being no notice or intimation of any intention
    to revoke, suspend, restrict, modify or not to renew any of the same;

 h. except as disclosed in Cantab's annual report and accounts for the year
    ended 31 December 1999 or in Cantab's preliminary results for the year
    ended 31 December, 2000 as announced on 19 February 2001 or as otherwise
    publicly announced by Cantab (by the delivery of an announcement to the
    Company Announcements Office of the London Stock Exchange) prior to 16
    February 2001 or as fairly disclosed to Xenova by or on behalf of Cantab
    prior to 16 February 2001, there being no provision of any arrangement,
    agreement, licence, permit, franchise or other instrument to which any
    member of the Cantab Group is a party, or by or to which any such member
    or any of its assets is or are or may be bound, entitled or subject or any
    circumstance, which, in each case as a consequence of the Merger Offer,
    the Merger or the acquisition or proposed acquisition of any shares or
    other securities in, Cantab or the acquisition of control of any member of
    the Cantab Group by Xenova or otherwise, or could or might reasonably be
    expected to result in, (in any case to an extent which is material in the
    context of the Cantab Group taken as a whole):

     i. any monies borrowed by or any other indebtedness or liabilities (actual
        or contingent) of, or any grant available to, any member of the Cantab
        Group being or becoming repayable or capable of being declared
        repayable immediately or prior to its stated repayment date or the
        ability of any member of the Cantab Group to borrow monies or incur
        any indebtedness being withdrawn or inhibited or becoming capable of
        being withdrawn;

    ii. the creation or enforcement of any mortgage, charge or other security
        interest over the whole or any part of the business, property, assets
        or interests of any member of the Cantab Group or any such mortgage,
        charge or other security interest (wherever created, arising or having
        arisen) becoming enforceable;

    iii. any such arrangement, agreement, licence, permit, franchise or
        instrument, or the rights, liabilities, obligations or interests of
        any member of the Cantab Group thereunder, being, or becoming capable
        of being, terminated or materially and adversely modified or affected
        or any adverse action being taken or any onerous obligation or
        liability arising thereunder;

    iv. any asset or interest of any member of the Cantab Group being or
        falling to be disposed of or ceasing to be available to any member of
        the Cantab Group or any right arising under which any such asset or
        interest could be required to be disposed of or could cease to be
        available to any member of the Cantab Group otherwise than in the
        ordinary course of business;

     v. any member of the Cantab Group ceasing to be able to carry on business
        under any name under which it presently does so;

    vi. the rights, liabilities, obligations or interests of any member of the
        Cantab Group under any such arrangement, agreement, licence, permit,
        franchise or other instrument or the interests or business of any such
        member in or with any other person, firm, company or body (or any
        arrangement or arrangements relating to any such interests or
        business) being terminated, or materially and adversely modified or
        affected; or

    vii. the financial or trading position or the prospects or the value of
        any member of the Cantab Group being prejudiced or adversely affected,

    and no event having occurred which, under any provision of any such
    arrangement, agreement, licence, permit or other instrument, could result
    in any of the events or circumstances which are referred to in paragraphs
    (i) to (vii) of this condition (h) in any case to an extent which is or
    would be material in the context of the Cantab Group taken as a whole;

 i. since 31 December 1999 and except as disclosed in Cantab's annual report
    and accounts for the year then ended or in Cantab's preliminary results
    for the year ended 31 December, 2000 as announced on 19 February, 2001 or
    as otherwise publicly announced by Cantab (by the delivery of an
    announcement to the Company Announcements Office of the London Stock
    Exchange) prior to 16 February, 2001 or as otherwise fairly disclosed to
    Xenova by or on behalf of Cantab prior to 16 February, 2001 no member of
    the Cantab Group having:

     i. issued or agreed to issue, or authorised the issue of, additional
        shares of any class, or securities convertible into or exchangeable
        for, or rights, warrants or options to subscribe for or acquire, any
        such shares or convertible securities other than as between Cantab and
        wholly-owned subsidiaries of Cantab and other than any options granted
        under any of the Cantab Share Option Schemes prior to 16 February,
        2001 or any shares issued upon the exercise of any options granted
        under any of the Cantab Share Option Schemes;

    ii. purchased or redeemed or repaid any of its own shares or other
        securities or reduced or made any other change to any part of its
        share capital;

    iii. recommended, declared, paid or made any bonus, dividend or other
        distribution whether payable in cash or otherwise (other than to
        Cantab or a wholly-owned subsidiary of Cantab);

    iv. made or authorised or announced its intention to propose any change in
        its loan capital;

     v. (other than any acquisition or disposal in the ordinary course of
        business or a transaction between Cantab and a wholly-owned subsidiary
        of Cantab) merged with, demerged or acquired any body corporate,
        partnership or business or acquired or disposed of or transferred,
        mortgaged or charged or created any security interest over any assets
        or any right, title or interest in any assets (including shares in any
        undertaking and trade investments) or authorised, proposed or
        announced its intention to do the same (which in any case is material
        in the context of the Cantab Group taken as a whole);

    vi. issued or authorised the issue of, or made any change in or to, any
        debentures or (except in the ordinary course of business) incurred or
        increased any indebtedness or liability (actual or contingent) which
        in any case is material in the context of the Cantab Group taken as a
        whole;

    vii. entered into, varied, or authorised any agreement, transaction,
        arrangement or commitment (whether in respect of capital expenditure
        or otherwise) which:

         A. is of a long term, onerous or unusual nature or magnitude or which
            is or might reasonably be expected to involve an obligation of
            such nature or magnitude; or

         B. could materially restrict the business of any member of the Cantab
            Group; or

         C. is other than in the ordinary course of business,

        and which in any case is material in the context of the Cantab Group
        taken as a whole;

    viii. entered into, implemented, effected or authorised any merger,
        demerger, reconstruction, amalgamation, scheme, commitment or other
        transaction or arrangement in respect of itself or another member of
        the Cantab Group otherwise than in the ordinary course of business
        which in any case is material in the context of the Cantab Group;

    ix. entered into or varied the terms of, any contract, agreement or
        arrangement with any of the directors of Cantab or, to an extent which
        is material in the context of the Cantab Group taken as a whole, the
        directors or senior executives of any member of the Cantab Group;

     x. taken any corporate action or had any legal proceedings instituted or
        threatened against it or order made for its winding-up (voluntarily or
        otherwise), dissolution or reorganisation or for the appointment of a
        receiver, administrator, administrative receiver, trustee or similar
        officer of all or any part of its assets and revenues or any analogous
        proceedings in any jurisdiction or appointed any analogous person in
        any jurisdiction which in any case is material in the context of the
        Cantab Group taken as a whole;

    xi. been unable, or admitted in writing that it is unable, to pay its
        debts or having stopped or suspended (or threatened to stop or
        suspend) payment of its debts generally or ceased or threatened to
        cease carrying on all or a substantial part of its business;

    xii. waived or compromised any claim which is material in the context of
        the Cantab Group taken as a whole;

    xiii. made any alteration to its memorandum or articles of association
        which is material in the context of the Merger Offer;

    xiv. made or agreed or consented to any significant change to the terms of
        the trust deeds constituting the pension schemes established for its
        directors and/or employees and/or their dependants or to the benefits
        which accrue, or the pensions which are payable thereunder, or to the
        basis on which qualification for or accrual or entitlement to such
        benefits or pensions are calculated or determined, or to the basis
        upon which such liabilities (including pensions) of such pensions
        schemes are funded or made, or agreed or consented to, any change to
        the trustees, in each case which is material;

    xv. entered into any agreement, commitment or arrangement or passed any
        resolution or made any offer (which remains open for acceptance) or
        announced any intention with respect to any of the transactions,
        matters or events referred to in this condition (h) which is material
        in the context of the Cantab Group taken as a whole;

 j. since 31 December 1999 and except as disclosed in Cantab's annual report
    and accounts for the year then ended or in Cantab's preliminary results
    for the year ended 31 December, 2000 as announced on 19 February, 2001 or
    as otherwise publicly announced by Cantab (by the delivery of an
    announcement to the Company Announcements Office of the London Stock
    Exchange) prior to 16 February, 2001 or as otherwise fairly disclosed to
    Xenova by or on behalf of Cantab prior to 16 February, 2001:

     i. there having been no adverse change or deterioration in the business,
        assets, financial or trading positions or profit or prospects of any
        member of the Cantab Group which in any case is material in the
        context of the Cantab Group taken as a whole;

    ii. no contingent or other liability of any member of the Cantab Group
        having arisen or become apparent or increased which in any case is
        material in the context of the Cantab Group taken as a whole;

    iii. no litigation, arbitration proceedings, prosecution or other legal
        proceedings (including patent proceedings and US patent interference
        proceedings) to which any member of the Cantab Group is or may become
        a party (whether as plaintiff, defendant or otherwise) having been
        threatened, announced, implemented or instituted by or against or
        remaining outstanding against or in respect of any member of the
        Cantab Group which in any case is material in the context of the
        Cantab Group taken as a whole; and

    iv. (other than as a result of the Merger Offer) no enquiry or
        investigation by, or complaint or reference to, any Third Party having
        been threatened, announced, implemented, instituted by or against or
        remaining outstanding against or in respect of any member of the
        Cantab Group which in any case is material in the context of the
        Cantab Group taken as a whole;

     v. no circumstances having arisen which would entitle a third party to
        take patent infringement proceedings against a member of the Cantab
        Group which would be material in the context of the Cantab Group taken
        as a whole;

    vi. no material agreement to which any member of the Cantab Group is a
        party and which would be material in the context of the Cantab Group
        taken as a whole having been terminated by any other party to any such
        agreement; or

 k. Xenova not having discovered:
     i. that any financial or business or other information concerning the
        Cantab Group disclosed at any time (A) by or on behalf of any member
        of the Cantab Group, whether publicly or in writing (including without
        limitation information transmitted by facsimile, telex or e-mail) to
        any member of the Xenova Group or its advisers or (B) in respect of
        information relating to intellectual property, by or on behalf of any
        member of the Cantab Group or its advisers, whether publicly or in
        writing (including without limitation information transmitted by
        facsimile, telex or e-mail) to any member of the Xenova Group or its
        advisers or orally by telephone during a conference telephone call
        convened at 4 p.m. on Monday 12 February, 2001 between Xenova and
        certain of its professional advisers and Cantab and certain of its
        professional advisers, is materially misleading or contains any
        misrepresentation of fact or omits to state a fact necessary to make
        any information contained therein not misleading and which was not
        subsequently corrected before 16 February, 2001 by disclosure either
        publicly or otherwise to Xenova, to an extent which in any case is
        material in the context of the Merger Offer; or
    ii. that any member of the Cantab Group is subject to any liability
        (actual or contingent) except as disclosed in Cantab's annual report
        and accounts for the financial year ended 31 December 1999 or in
        Cantab's preliminary results for the year ended 31 December 2000 as
        announced on 19 February 2001 or as otherwise publicly announced by
        Cantab (by the delivery of an announcement to the Company Accountants
        office of the London Stock Exchange prior to 16 February 2001) or
        otherwise as fairly disclosed by or on behalf of, Cantab prior to 16
        February, 2001 and which in any case is material in the context of the
        Cantab Group taken as a whole;
 l. Xenova not having discovered:
     i. that save as fairly disclosed to Xenova by or on behalf of the Cantab
        prior to 16 February, 2001 any past or present member of the Cantab
        Group has not complied with any applicable legislation or regulations
        of any jurisdiction with regard to the use, treatment, handling,
        storage, transport, release, disposal, discharge, spillage, leak or
        emission of any waste or hazardous substance or any substance likely
        to impair the environment or harm human health, or otherwise relating
        to environmental matters or the health and safety of any person, or
        that there has otherwise been any such use, treatment, handling,
        storage, transport, release, disposal, discharge, spillage, leak or
        emission (whether or not this constituted a non-compliance by any
        person with any legislation or regulations and wherever the same may
        have taken place) which, in any case, would be likely to give rise to
        any liability (whether actual or contingent) or cost on the part of
        any member of the Cantab Group which in any case is material in the
        context of the Cantab Group taken as a whole;
    ii. that save as fairly disclosed to Xenova by or on behalf of Cantab
        prior to 16 February, 2001 there is, or is likely to be, any
        liability, whether actual or contingent, to make good, repair,
        reinstate or clean up any property now or previously owned, occupied
        or made use of by any past or present member of the Cantab Group or
        any other property or any controlled waters under any environmental
        legislation, regulation, notice, circular, order or other lawful
        requirement of any relevant authority or third party or otherwise
        which in any case is material in the context of the Cantab Group taken
        as a whole; or
    iii. save as fairly disclosed to Xenova by or on behalf of Cantab prior to
        16 February, 2001 that circumstances exist whereby a person or class
        of persons would be likely to have a claim in respect of any product
        or process of manufacture or materials used therein now or previously
        manufactured, sold or carried out by any past or present member of the
        Cantab Group which is or would be material in the context of the
        Cantab Group taken as a whole.

For the purpose of these conditions:

 a. 'Third Party' means any government, government department or governmental,
    quasi-governmental, supranational, statutory, regulatory or investigative
    body, authority (including any national anti-trust or merger control
    authority), court, trade agency, association, institution or professional
    or environmental body or any other person or body whatsoever in any
    jurisdiction;
 b. a Third Party shall be regarded as having 'intervened' if it has decided to
    take, institute, implement or threaten any action, proceeding, suit,
    investigation, enquiry or reference or made, proposed or enacted any
    statute, regulation, decision or order or taken any measures or other
    steps or required any action to be taken and 'intervene' shall be
    construed accordingly;
 c. 'Authorisations' means authorisations, orders, grants, recognitions,
    determinations, certificates, confirmations, consents, licences,
    clearances, provisions and approvals; and
 d. 'Cantab Group' in these conditions shall, for the avoidance of doubt,
    include Phogen Limited.

Subject to the requirements of the Panel, Xenova reserves the right to waive
all or any of the above conditions, in whole or in part, except conditions (a)
to (c).

Conditions (d) to (l) (inclusive) must be fulfilled, be determined by Xenova
to be or remain satisfied or (if capable of waiver) be waived by midnight on
the 21st day after the later of the first closing date of the Merger Offer and
the date on which condition (a) is fulfilled (or in each case such later date
as Xenova may, with the consent of the Panel, decide), failing which the
Merger Offer will lapse. Xenova shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of conditions (d) to (l) (inclusive) by a date earlier than the
latest date specified above for the fulfilment of that condition.

If the Panel requires Xenova to make an offer for Cantab Shares under the
provisions of Rule 9 of the City Code, Xenova may make such alterations to the
conditions of the Merger Offer, including to condition (a), as are necessary
to comply with the provisions of that Rule.

The Merger Offer will lapse (unless otherwise agreed by the Panel) if the
Merger is referred to the Competition Commission before the later of 3.00 p.m.
on the first closing date of the Merger Offer and the date when the Merger
Offer becomes or is declared unconditional as to acceptances.

If the Merger Offer lapses it will cease to be capable of further acceptance.
Cantab Shareholders who have accepted the Merger Offer and Xenova shall then
cease to be bound by acceptances delivered on or before the date on which the
Merger Offer lapses.

                                  APPENDIX 2


                       BASES AND SOURCES OF INFORMATION


 i. The value placed by the Merger Offer on the entire existing issued share
    capital of Cantab is based on 44,412,341 Cantab Shares in issue on 16
    February 2001 (as sourced from the Cantab register of members).

ii. The percentage ownership of the Enlarged Group held by Xenova Shareholders
    and Cantab Shareholders is based on the enlarged issued share capital of
    Xenova following the Merger Offer, being the aggregate of the 69,252,401
    Xenova Shares in issue on 16 February 2001 (as sourced from the Xenova
    register of members) and the 69,790,822 New Xenova Shares to be issued to
    Cantab Shareholders pursuant to the Merger Offer. This assumes no exercise
    of options under the Xenova Share Option Schemes or the Cantab Share
    Option Schemes and assumes acceptance in full of the Merger Offer.

iii. The financial information relating to Cantab is extracted from its
    audited annual report and the accounts for the year ended 31 December 1999
    and the unaudited preliminary results for the year ended 31 December 2000.

iv. The financial information relating to Xenova is extracted from its audited
    annual report and accounts for the year ended 31 December 1999 and the
    unaudited preliminary results for the year ended 31 December 2000.

 v. The combined cash and liquid investments of Xenova and Cantab are an
    aggregate of the cash and liquid investments of each company as extracted
    from their unaudited preliminary results statements for the year ended 31
    December 2000 (before taking into account any merger costs).

vi. The Closing Prices of Xenova and Cantab Shares are derived from the
    Official List.



                                  APPENDIX 3


                           DEFINITIONS AND GLOSSARY



                                 DEFINITIONS

The following definitions apply throughout this announcement, unless the
context requires otherwise:
'Cantab'              Cantab Pharmaceuticals plc

'Cantab Board' or     the existing directors of Cantab
'Cantab Directors'

'Cantab Group'        Cantab and its subsidiaries and subsidiary undertakings

'Cantab Shareholders' holders of Cantab Shares

'Cantab Share Option  The Cantab Pharmaceuticals plc Sharesave Scheme, The
Schemes'              Cantab Pharmaceuticals plc 1993 Executive Share Option
                      Scheme No.1, The Cantab Pharmaceuticals plc 1993
                      Executive Share Option Scheme No.2, The Cantab
                      Pharmaceuticals plc 1992 Share Option Plans Nos.1 and 2.

'Cantab Shares'       the existing unconditionally allotted or issued fully
                      paid ordinary shares of 2 pence each in the share capital
                      of Cantab and any further ordinary shares which are
                      unconditionally allotted or issued at or before the time
                      at which the Merger Offer ceases to be open for
                      acceptance (or such earlier date and/or time, not being
                      earlier than the date on which the Merger Offer becomes
                      or is declared unconditional as to acceptances or, if
                      later, the first closing date of the Merger Offer, as
                      Xenova may, subject to the City Code, decide)

'Celltech'            Celltech Group plc

'City Code'           The City Code on Takeovers and Mergers

'Closing Price'       the closing middle-market price of a Cantab Share or a
                      Xenova Share, as the case may be, as derived from the
                      Daily Official List

'Credit Suisse First  Credit Suisse First Boston (Europe) Limited
Boston'

'CREST'               the United Kingdom paperless share settlement system of
                      which CRESTCo Limited is the Operator (as such term is
                      defined in the Uncertificated Securities Regulations 1995
                      (SI 1995 No. 95/3272))

'Eli Lilly'           Eli Lilly & Company of Indianapolis, US

'Enlarged Group'      Xenova or the Xenova Group (as the context requires) as
                      enlarged by the Merger

'Form of Acceptance'  the form of acceptance relating to the Merger Offer

'GlaxoSmithKline'     GlaxoSmithKline plc

'Listing Particulars' the document to be dispatched to Cantab Shareholders and
                      Xenova Shareholders in relation to Xenova and the New
                      Xenova Shares

'Listing Rules'       the rules and regulations made by the Financial Services
                      Authority under the Financial Services Act 1986 and
                      contained in the Financial Services Authority's
                      publication of the same name

'London Stock         London Stock Exchange plc
Exchange'

'Merger'              the proposed merger of Xenova and Cantab by way of the
                      Merger Offer

'Merger Offer'        the recommended offer by Nomura on behalf of Xenova to
                      acquire the Cantab Shares on the terms and subject to the
                      conditions to be set out in the Offer Document and the
                      Form of Acceptance including, save where the context
                      requires otherwise, any subsequent revision, variation,
                      extension or renewal of such offer

'New Xenova Shares'   the new Xenova Shares proposed to be issued fully paid
                      pursuant to the Merger Offer

'Nomura'              Nomura International plc

'Offer Document'      the document to be dispatched to Cantab Shareholders on
                      behalf of Xenova detailing the terms and conditions of
                      the Merger Offer including the Appendices thereto

'Official List'       The Official List of the UKLA

'Panel'               The Panel on Takeovers and Mergers

'Pfizer'              Pfizer Inc. Animal Health Group

'Proposed Directors'  the persons indicated in paragraph 8 above of this
                      announcement

'R&D'                 research and development

'UK' or 'United       the United Kingdom of Great Britain and Northern Ireland
Kingdom'

'UKLA'                The Financial Services Authority acting in its capacity
                      as the competent authority for the purposes of Part IV of
                      the Financial Services Act 1986 and in the exercise of
                      its functions in respect of admission to the Official
                      List

'US', 'USA' or        the United States of America, its territories and
'United States'       possessions and any state of the United States of America
                      and the District of Columbia

'Warrants'            the outstanding registered equity warrants, each
                      entitling the holder thereof to subscribe for 1 Xenova
                      Share at a price of 85 pence per Xenova Share (subject to
                      adjustment), the particulars of which are set out in the
                      Xenova prospectus dated 13 July 2000

'Xenova'              Xenova Group plc

'Xenova Board' or  the board of directors of Xenova, whose names are set out in
'Xenova Directors' paragraph 8 above of this announcement (excluding for the
                   avoidance of doubt, the Proposed Directors referred to in
                   that paragraph)

'Xenova Group'     Xenova and its existing subsidiaries and subsidiary
                   undertakings

'Xenova            holders of Xenova Shares
Shareholders'

'Xenova Shares'    the existing ordinary shares with a nominal value of 10
                   pence each in the share capital of Xenova

'Xenova Share      the Xenova Limited 1988 Share Option Scheme, the Xenova
Option Schemes'    Group 1992 Share Option Scheme, the Xenova Group 1996 Share
                   Option Scheme, the Xenova Group 1996 Savings-Related Share
                   Option Plan and the Xenova Deferred Share Bonus Plan



                                   GLOSSARY

autoimmune        an individual's immune reaction against their own tissues

BHV               bovine herpes virus, bovine equivalent to herpes simplex
                  virus

cervical          precancerous changes to the epithelial cells of the cervix
dysplasia

conjugate vaccine vaccine containing a capsular polysaccharide fused to the
                  cells to increase immune response

cytotoxic         an agent with a specific destructive action on cells

DISC technology   technique for disabling a virus by removing a gene that
                  prevents replicated viruses from spreading to other cells

Dual              agent that inhibits both types of topoisomerase
topoisomerase I/
II inhibitor

FDA               the Food and Drug Administration of the US

GMCSF             granulocyte-macrophage colony stimulating factor, a human
                  hormone stimulating the immune system

HSV               herpes simplex virus, causes a variety of infections
                  including lip lesions and genital herpes

Immunotherapeutic vaccine used to treat a disease by stimulating the immune
vaccine           system

lymphocyte        white blood cell, part of the immune system

MDR               multi-drug resistance

NIDA              National Institute for Drug Abuse in US

OX40 receptor     a member of the nerve growth factor family, expressed on
                  activated lymphocytes

PAI -1 inhibitor  plasminogen activator inhibitor, a protein released by
                  platelets and cells that regulates the blood clot clearance
                  system in humans

P-gp MDR          agent that inhibits p-glycoprotein function, a plasma
inhibitor         membrane protein that causes multi-drug resistance when
                  over-expressed

Phase I clinical  clinical trials normally conducted in healthy human
trials            volunteers following pre-clinical studies, usually to assess
                  the safety and pharmacokinetics of a drug candidate

Phase II clinical clinical trials to assess short term safety and preliminary
trials            efficacy in a limited number of patients with the relevant
                  disease and to determine appropriate dose ranges and regimens
Phase III         clinical trials to undertake a comprehensive evaluation of
clinical trials   safety and efficacy in patients with the relevant disease
                  under practical conditions
plasmid           an extra-chromosomal circular DNA molecule capable of
                  replicating
pre-clinical      studies of compounds undertaken in the laboratory, in
trials            isolated tissues and in living animals, to determine inter
                  alia, safety, pharmacological activity and product quality
Prophylactic      vaccine designed to prevent a disease
vaccine
Recombinant       protein produced by a gene that consists of regions of
fusion protein    different genes fused together by genetic engineering
Telomerase        enzyme that allows replication of chromosome ends
Topoisomerase     enzyme active in structural alterations during DNA synthesis
vaccine           a preparation containing killed or living cells (or antigens
                  derived therefrom) of a disease causing organism, which is
                  used to stimulate the immune system to produce immunity to
                  the disease
Vaccinia virus    DNA virus used to express more than one protein in a cell
vector            plasmid or virus DNA that is used to introduce genes into a
                  host cell