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Xenova Group PLC (XEN)

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Monday 22 December, 2003

Xenova Group PLC

EGM Statement

Xenova Group PLC
22 December 2003

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



                                XENOVA GROUP PLC

                              XENOVA GROUP PLC EGM

22 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 and a capital reorganisation (the 'Capital Reorganisation') together with a
capital reduction subject to the approval of the High Court (the 'Capital
Reduction'). 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.



At the Extraordinary General Meeting held earlier today, the special resolution
to implement the Offerings and the Capital Reorganisation were duly passed. A
further special resolution to approve the Capital Reduction was also duly
passed.



Application has been made to the UK Listing Authority for the Offer Shares and
the Warrants to be admitted to the Official List and to the London Stock
Exchange for admission to trading.  It is expected that dealings in the Offer
Shares and Warrants on the London Stock Exchange will commence at 8.00 am on 23
December 2003, following their admission to the Official List of the UK Listing
Authority and to trading on the market for listed securities of the London Stock
Exchange. CREST stock accounts are expected to be credited on 23 December 2003
and definitive share certificates in respect of Offer Shares and Warrants are
expected to be posted, where applicable, by 30 December 2003.



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' the time when dealings
in the Offer Shares and the Warrants on the London Stock Exchange are expected
to commence.  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