Xenova Group PLC
6 April 2001
Time embargoed until 7.00 a.m. on 6 April 2001
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
Xenova Group plc ('Xenova')
Recommended Merger Offer for Cantab Pharmaceuticals plc ('Cantab')
Merger Offer Declared Unconditional in all Respects and Changes to Xenova
Xenova is pleased to announce that, all of the conditions of the Merger Offer
having been satisfied or waived, the Merger Offer is now declared
unconditional in all respects (subject only to the New Xenova Shares being
admitted to listing on the Official List of the UK Listing Authority and to
trading on the London Stock Exchange's market for listed securities, which is
expected to commence at 8.00 a.m. on 9 April 2001).
By 3.00 p.m. on 5 April 2001, valid acceptances of the Merger Offer had been
received in respect of 32,382,836 Cantab Shares, representing approximately
72.91 per cent. of the existing issued share capital of Cantab. The total
number of acceptances includes acceptances in respect of 196,006 Cantab Shares
(representing approximately 0.44 per cent. of the existing issued share
capital of Cantab) which were the subject of irrevocable undertakings to
accept the Merger Offer from Cantab Directors.
Settlement of the consideration to which Cantab Shareholders are entitled will
be effected by 20 April 2001 in the case of valid acceptances already
received, and within 14 days of receipt in the case of valid acceptances
received after today's date and while the Merger Offer remains open for
The Merger Offer will remain open for acceptance until further notice. At
least 14 days' notice will be given before the Merger Offer is closed.
As stated in the Offer Document, Xenova will procure the cancellation of the
listing of the Cantab Shares on the Official List and of trading in Cantab
Shares on the London Stock Exchange's market for listed securities. Such
cancellation of listing and trading will take place on 9 May 2001.
As and when Xenova receives acceptances in respect of 90 per cent. in value of
the Cantab Shares to which the Merger Offer relates, Xenova will seek to
acquire compulsorily any outstanding Cantab Shares to which the Merger Offer
relates pursuant to sections 428 to 430F of the Companies Act 1985.
Save as disclosed below, neither Xenova nor any person deemed to be acting in
concert with it held any Cantab Shares or rights over Cantab Shares on 31
October 2000, the date immediately prior to the commencement of the Merger
Offer Period. Save as disclosed herein, neither Xenova nor any person deemed
to be acting in concert with it has acquired or agreed to acquire any Cantab
Shares or rights over Cantab Shares since the Merger Offer Period commenced.
As at 31 October 2000, the last business day immediately prior to the
commencement of the Merger Offer Period, Nomura, which is deemed to be acting
in concert with Xenova, held 5,715 Cantab Shares (representing approximately
0.013 per cent. of the existing issued share capital of Cantab).
Simon Duffy, Gerard Fairtlough, Nicholas Hart, Stephen Inglis and John St
Clair Roberts currently directors of Cantab, have today been appointed
directors of Xenova. The resignation of Paul Bevan as a non-executive director
of Xenova has also been accepted today.
Application has been made to the UK Listing Authority for up to 69,947,963 New
Xenova Shares to be admitted to the Official List. Application has also been
made to the London Stock Exchange for up to 69,947,963 New Xenova Shares to be
admitted to trading on the London Stock Exchange's market for listed
securities. Admission of the New Xenova Shares to listing on the Official List
and to trading on the London Stock Exchange's market for listed securities is
expected to become effective and dealings for normal settlement in New Xenova
Shares are expected to commence at 8.00 a.m. on 9 April 2001.
Terms defined in the Offer Document dated 1 March 2001 have the same meaning
in this announcement.
David Oxlade, Xenova 01753 706600
David Porter, Nomura 020 7521 2000
Fiona Noblet, Financial Dynamics 020 7831 3113
Nomura International plc, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Xenova and no one else
in connection with the Merger Offer and will not be responsible to anyone
other than Xenova for providing the protections afforded to customers of
Nomura or for providing advice in relation to the Merger Offer.
The Merger Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmissions, telex, telephone or internet) of
interstate or foreign commerce of, or any facilities of a securities exchange
of, the United States nor is it being made, directly or indirectly, in or
into, Canada, Australia or Japan unless an exemption under any applicable laws
This announcement has been approved by Nomura for the purposes of Section 57
of the Financial Services Act 1986.