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Xenova Group PLC (XEN)

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Friday 04 October, 2002

Xenova Group PLC

EGM Statement

Xenova Group PLC
04 October 2002

                                  NEWS RELEASE

                             FOR IMMEDIATE RELEASE

   Not for release, distribution or publication in or into the United States,
              Canada, Australia, the Republic of Ireland or Japan

                                Xenova Group plc

                                  EGM Results

Slough, UK, 4 October 2002 - The Board of Xenova Group plc (Nasdaq NM: XNVA;
London Stock Exchange: XEN), today announces that at the Extraordinary General
Meeting of the Company held earlier today, the special resolution proposed to
increase the Company's authorised share capital, grant the Directors authority
to allot shares and disapply statutory pre-emption rights in order to implement
the Rights Issue was duly passed.  The ordinary resolution proposed to remove
the prescriptive flow rates and dilution limits from certain of the Company's
Share Option Schemes was also passed.

The Rights Issue of approximately 33.7 million New Ordinary Shares at a price of
32.5 pence per New Ordinary Share is being made to Qualifying Shareholders by
way of an 8 for 33 rights issue.  Xenova proposes to raise approximately £9.9
million (net of expenses) pursuant to the Rights Issue.  The Rights Issue has
been fully underwritten by Nomura International plc (except to the extent of the
undertakings given by certain directors to take up all or part of their
entitlements under the Rights Issue).

Provisional Allotment Letters in respect of entitlements to New Ordinary Shares
under the Rights Issue will be posted to Qualifying non-CREST Shareholders later
today.  The Nil Paid Rights will be credited to the stock accounts of Qualifying
CREST Shareholders later today and enabled in CREST on 7 October 2002.

It is expected that Admission will become effective and that dealings in the New
Ordinary Shares, nil paid, will commence at 8.00 a.m. on 7 October 2002.  The
latest time for acceptance and payment under the Rights Issue is 9.30 a.m on 28
October 2002.

Defined terms used in this announcement have the same meanings as set out in the
Company's prospectus dated 11 September 2002 in connection with the Rights


Xenova Group PLC                                           Tel.: 01753 706 600

David Oxlade, Chief Executive Officer

Daniel Abrams, Chief Financial Officer

Hilary Reid Evans, Head of Corporate Communications

Nomura International PLC                                   Tel.: 020 7521 2000

Charles Spicer

David Rasouly

Media Enquiries: Financial Dynamics                        Tel.: 020 7831 3113

Fiona Noblet

Jonathan Birt

Nomura, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Xenova and no one else in connection with the Rights
Issue and will not be responsible to anyone other than Xenova for providing the
protections afforded to clients of Nomura, nor for providing advice in relation
to the Rights Issue or the New Ordinary Shares.

The Directors of Xenova are the persons responsible for the information
contained in this announcement.  To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for, the Nil Paid Rights, the Fully Paid Rights, or the
New Ordinary Shares in the United States or in any other jurisdiction in which
such offer or solicitation is unlawful. The Nil Paid Rights, the Fully Paid
Rights, the New Ordinary Shares and the Provisional Allotment Letters have not
been, and will not be, registered under the US Securities Act of 1933 (as
amended) or under the applicable securities laws of Canada, Australia, the
Republic of Ireland, or Japan.  Accordingly, unless an exemption under any
applicable laws is available, the New Ordinary Shares or Provisional Allotment
Letters may not be offered, sold, transferred, taken up or delivered, directly
or indirectly, in the US, Canada, Australia, the Republic of Ireland or Japan or
any other country outside the United Kingdom where such distribution may
otherwise lead to a breach of any law or regulatory requirement.

                      This information is provided by RNS
            The company news service from the London Stock Exchange