Information  X 
Enter a valid email address

Xenova Group PLC (XEN)

  Print      Mail a friend

Thursday 18 December, 2003

Xenova Group PLC

Results of UK Placing etc.

Xenova Group PLC
18 December 2003

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

                                XENOVA GROUP PLC

 RESULTS OF XENOVA GROUP PLC UK Placing, US Private Placement and Open Offer of
 18,760,169 Units at 112.5 pence per Unit, each Unit comprising 10 Offer Shares
                                 and 3 Warrants

                                18 DECEMBER 2003



On 26 November 2003, Xenova Group plc ('Xenova') announced a UK Placing ('UK
Placing'), US Private Placement ('US Private Placement') and Open Offer ('Open
Offer') (together the 'Offerings') of 18,760,169 Units (comprising in aggregate
187,601,690 Offer Shares and 56,280,507 Warrants) at a price of 112.5 pence per
Unit to raise approximately £21.1 million (approximately £19.4 million net of
expenses), of which 6,090,148 Units were placed firm with institutional
investors and 12,632,891 Units were placed with institutional investors subject
to clawback to satisfy valid applications by Qualifying Shareholders of the
Company under the Open Offer.  Each Warrant entitles the holder to subscribe for
one New Ordinary Share at a price of 12.5 pence per New Ordinary Share during
the period from 1 July 2004 to 31 December 2008.



The Open Offer to Qualifying Shareholders of up to 18,760,169 Units at 112.5
pence per share closed at 3.00 pm on 17 December 2003.  Of these Units,
6,090,148 Units were placed firm, comprising 1,919,296 Units which were the
subject of an undertaking not to take up under the Open Offer and 4,170,852
Units which were attributable to ADSs which Xenova's ADS depository was not
entitled to take up under the Open Offer.  Applications were received under the
Open Offer in respect of 2,725,367 Units, representing approximately 21.5 per
cent. of the remaining Units available under the Open Offer (excluding those
Units which were the subject of an undertaking not to take up under the Open
Offer and which were placed firm). This includes the 37,130 Units the Directors
of Xenova Group plc agreed to take up under the Open Offer.



The remaining 9,944,654 Units and the 6,090,148 Units that were placed firm
(constituting a total of 16,034,802 Units) will be taken up by new and existing
institutional investors pursuant to the UK Placing arranged by Nomura
International plc and the US Private Placement for which the sole placing agent
was ThinkEquity Partners LLC.


Enquiries
Xenova Group plc                                           Tel.: 01753 706 600
David Oxlade, Chief Executive Officer
Daniel Abrams, Finance Director

Nomura International plc                                   Tel.: 020 7521 2000
David Rasouly

Media Enquiries:
Financial Dynamics                                         Tel.: 020 7831 3113
David Yates
Ben Atwell





Nomura International plc is acting exclusively for Xenova in relation to the
Offerings and is not advising any other person or treating any other person as
its client in relation thereto, and will not be responsible to any person other
than Xenova for providing the protections afforded to its clients nor for
providing advice in relation to the Offerings nor any other matter referred to
in this announcement or the Prospectus.



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 of or an invitation to purchase
or otherwise acquire any Units, Offer Shares, Warrants or any ordinary shares
issuable upon exercise of the Warrants that are the subject of the Open Offer in
any jurisdiction in which such offer or solicitation is unlawful. The Open Offer
is not being made in, or into, the US or Canada.  Neither the Units, nor the
Offer Shares, nor the Warrants, nor any ordinary shares issuable upon exercise
of the Warrants have been, or will be, registered under the US Securities Act of
1933 (as amended), under the securities laws of any state of the US or under the
applicable securities laws of Canada, Ireland, Australia or Japan. Accordingly,
unless an exemption under any applicable law is available, neither the Units,
nor the Offer Shares, nor the Warrants, nor any ordinary shares issuable upon
exercise of the Warrants that are the subject of the Open Offer may be offered,
sold, transferred, taken up or delivered, directly or indirectly, in the US,
Canada, Ireland, Australia or Japan or any of their respective territories or
possessions or any other country outside the United Kingdom where such
distribution may otherwise lead to a breach of any law or regulatory
requirement.



This announcement does not constitute an offer of or an invitation to purchase
or otherwise acquire, any Units, Offer Shares, Warrants or any ordinary shares
issuable upon exercise of the Warrants that are the subject of the US Private
Placement.  All of the Units that are the subject of the US Private Placement
have been previously subscribed for by accredited investors (as defined in
Regulation D) in transactions exempt from the registration requirements of the
US Securities Act of 1933, as amended.  The Units, Offer Shares, Warrants and
any ordinary shares issuable upon exercise of the Warrants that are acquired in
the US Private Placement will be subject to restrictions on transfer and, with
certain limited exceptions, may not be (and are not hereby being) reoffered or
resold within the US.  No public offering of Units, Offer Shares, Warrants or
any ordinary shares issuable upon exercise of the Warrants is being made in the
US.



This announcement contains 'forward-looking statements' concerning the take-up
under the UK Placing and the US Private Placement.  Such statements may
generally, but not always, be identified by their use of words such as '
anticipates,' 'expects,' 'plans,' 'estimates,' or 'believes.'  Although the
Directors of Xenova Group plc believe that the expectations reflected in the
forward-looking statements are reasonable, no assurance can be given that the
expectations will prove in hindsight correct.  Various factors may cause actual
results to differ materially from those expressed or implied by the
forward-looking statements, including the decision by the UK Listing Authority
not to admit the Offer Shares and/or Warrants to the Official List and the
decision by the London Stock Exchange not to admit the Offer Shares and/or
Warrants to trading.  For a further list and description of the risks and
uncertainties Xenova Group plc faces, see the reports it has filed with the
Securities and Exchange Commission.  Xenova Group plc disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.


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