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Xenova Group PLC (XEN)

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Thursday 28 July, 2005

Xenova Group PLC

Acquisition Update

Xenova Group PLC
28 July 2005

  THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
                           CANADA, AUSTRALIA OR JAPAN


                                  News Release


                                Xenova Group PLC

      Reminder re Recommended Proposal by Celtic Pharma to Acquire Xenova


Slough, UK, 28 July 2005 - Xenova Group plc (NASDAQ: XNVA; London Stock
Exchange: XEN) today issues a reminder to Xenova shareholders and holders of
Xenova ADSs regarding the arrangements for approval of the Scheme of Arrangement
pursuant to which the proposed acquisition of Xenova by Celtic Pharma
Development UK PLC ('Celtic Pharma') is to be effected.


Terms defined in the Scheme Document dated 8 July shall have the same meaning
when used in this document unless the context requires otherwise.


Attention of shareholders is drawn to the dates by which voting instructions
must be received in order for Xenova Shares and Xenova ADSs to be represented
and voted at the forthcoming Court Meeting and Extraordinary General Meeting to
approve the Scheme.  The latest time for receipt of completed voting instruction
cards by The Bank of New York as depositary for holders of Xenova ADSs is 5pm
(New York time) on Monday, 1 August 2005.  The latest time for the Xenova
Shareholders to lodge forms of proxy for the Court Meeting and Extraordinary
General Meeting is 11.00am and 11.15am (both GMT) respectively on 6 August 2005.
  A form of proxy for the Court Meeting may also be handed to the Company's
Registrar at the Court Meeting.  The Court Meeting itself will be held at
11.00am on 8 August 2005, and the Extraordinary General Meeting will take place
at 11.15am the same day.


Under the Scheme, Xenova Shareholders and holders of Xenova ADSs will be
entitled to receive cash, Secured Loan Notes or a mix of the two.  The Scheme
enables Xenova shareholders and ADS holders to choose between the certainty of
cash at a premium to the Xenova share price prior to the announcement of the
Scheme or possibly higher returns in the form of the Secured Loan Notes.


The full background to and reasons for the Scheme are set out in the Scheme
Document.


Commenting on today's announcement, David Oxlade, Chief Executive of Xenova,
said:


'The Court Meeting and Extraordinary General Meeting are now imminent and we
encourage shareholders and ADS holders to complete their proxy forms as soon as
possible.  In its preliminary results for the year ended 31 December 2004,
Xenova stated that the Company would have insufficient funds for the subsequent
twelve months.  The Board has vigorously explored options for raising further
cash, including a fundraising, but funding was not committed in sufficient
amounts and no fundraising was concluded.  The Board therefore reiterates its
unanimous recommendation to vote in favour of the proposed acquisition by Celtic
Pharma.'


If you have not received your proxy/tender election materials or have any
questions regarding the contents of the documents you have received please call
the appropriate Shareholder Information Helpline.


In the UK  020-7814-5017


In Europe +44-20-7814-5017


In North America 888-410-7850



The helpline hours are:

8.00 a.m. - 5.00 p.m. UK Time for Europe

9.00 a.m. - 9.00 p.m. EDST in North America



Please note your call may be recorded for quality assurance and training
purposes.

The Shareholder Information Helplines cannot provide advice on the merits of the
Scheme,

the Secured Loan Note Offer or the Cash and Secured Loan Note Alternative or the
Cash Alternative, nor can they give any financial or tax advice.



Enquiries


Celtic Pharma                                          Xenova
John Mayo, Director                                    David Oxlade, Chief Executive Officer

Tel: +44 (0)20 7786 5555                               Daniel Abrams, Finance Director

Stephen Evans-Freke, Director                          Tel: +44 (0)1753 706600

Tel -:  +1 212 755 9411


Jefferies Broadview (Adviser to Celtic Pharma)         Lazard (Adviser to Xenova)
Bruce Huber                                            David Gluckman

Julie Langley                                          Nicholas Hill

Tel: +44 (0)20 7968 8000                               Tel: +44 (0)20 7187 2000


Financial Dynamics
David Yates

Ben Atwell

Tel:  +44 (0)20 7831 3113


Jefferies Broadview, a division of Jefferies International Limited, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Celtic Pharma and no one else in connection
with the Proposal and will not be responsible to anyone other than Celtic Pharma
for providing the protections afforded to customers of Broadview or for
providing advice in relation to the Proposal, the contents of this announcement
or any transaction or arrangement referred to herein.



Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Xenova and no on else in
connection with the Proposal and will not be responsible to anyone other than
Xenova for providing the protections afforded to customers of Lazard or for
providing advice in relation to the Proposal, the contents of this announcement
or any transaction or arrangement referred to herein.



As part of the Proposal, Xenova Securityholders who are eligible to do so may
choose to receive the Secured Loan Notes offer. The Secured Loan Notes to be
issued pursuant to the Scheme have not been, and will not be, listed on any
stock exchange and have not been, and will not be, registered under the US
Securities Act or under any relevant laws of any state or other jurisdiction of
the United States, nor have clearances been, nor will they be, obtained from the
securities commission or similar authority of any province or territory of
Canada and no prospectus has been, or will be, filled, or registration made,
under any securities law of any province or territory of Canada, nor has a
prospectus in relation to the Secured Loan Notes been, nor will one be, lodged
with, or registered by, the Australian Securities and Investments Commission,
nor have any steps been taken, nor will any steps be taken, to enable the
Secured Loan Notes to be offered in compliance with applicable securities laws
of Japan.  Accordingly, unless an exemption under relevant securities laws is
available, the Secured Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in, into or from a Restricted Jurisdiction in
which an offer of Secured Loan Notes would constitute a violation of relevant
laws or require registration of the Secured Loan Notes, or to or for the account
or benefit of any resident of a Restricted Jurisdiction.



This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor the solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issue or transfer
of the securities referred to in this announcement in any jurisdiction in
contravention of applicable law or regulation.



Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of Xenova, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Xenova is required to disclose, by not later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction, dealings
in such securities (or in any option in respect of, or derivative referenced to,
any such securities) during the offer period.



Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Xenova by Xenova or Celtic Pharma, or by any of their respective
'associates' (within the meaning of the City Code) must also be disclosed.



If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under FSMA 2000, consult the Panel's
website at www.thetakeoverpanel.org.uk or contact the Panel on telephone +44 20
7638 0129 or by fax on +44 20 7236 7013.



This announcement includes 'forward-looking statements' relating to the
Proposal, the Celtic Pharma Group and Xenova that are subject to known and
unknown risks and uncertainties, many of which are outside of the Celtic Pharma
Group's and Xenova's control and are difficult to predict and that may cause
actual results to differ materially from any future results expressed or implied
by such forward-looking statements.  All statements other than statements of
historical fact included in this announcement regarding the business, financial
condition, results of operations of Xenova, the Xenova Group, Celtic Pharma, the
Celtic Pharma Group, Celtic Pharma Holdings, Celtic X Licensee, or Celtic Pharma
Capital and certain plans, objectives, assumptions, expectations or beliefs with
respect to these items and statements regarding other future events or
prospects, are forward-looking statements. Should one or more of the risks or
uncertainties associated with such forward-looking statements materialise, or
should assumptions underlying such forward-looking statements prove incorrect,
actual results may vary materially from those described herein.



These statements include, without limitation, those concerning: strategy and the
ability to achieve it; expectations regarding sales, expenses, profitability and
growth; possible or assumed future results of operations; capital expenditure
and investment plans; adequacy of capital; and financing plans. The words
'seek', 'aim', 'may', 'expect', 'anticipate', 'believe', 'future', 'continue',
'help', 'estimate', 'plan', 'intend', 'should', 'could', 'would', 'shall' and
similar terms or the negative or other variations thereof, as well as other
statements regarding matters that are not historical fact, are intended to
identify or may constitute forward-looking statements. In addition, this
announcement includes forward-looking statements relating to potential exposure
to various types of market risks, such as foreign exchange rate risks, interest
rate risks and other risks related to financial assets and liabilities. These
forward-looking statements have been based on the current view of Xenova or
Celtic Pharma management, as applicable, with respect to future events and
financial performance. These views reflect the best judgement of the management
of Xenova or Celtic Pharma, as applicable, but involve a number of risks and
uncertainties which could cause actual results to differ materially from those
predicted in forward-looking statements and from past results, performance or
achievements. Although it is the belief of Xenova and Celtic Pharma, as the case
may be, that the estimates reflected in the forward-looking statements are
reasonable, such estimates may prove to be incorrect. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that may occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements,
including, without limitation, the following: the inability to obtain any
necessary regulatory approvals in the context of the Proposal or to obtain them
on acceptable terms, the inability to integrate successfully Xenova within the
Celtic Pharma Group; costs related to the Acquisition; the economic environment
of the industries in which the Celtic Pharma Group and Xenova operate; costs
associated with research and development; changes in the prospects for products
in the pipeline or under development by Xenova; dependence on the existing
management of Celtic Pharma and Xenova; changes or uncertainties in UK or US
federal or state tax laws or the administration of such laws; changes or
uncertainties in the laws or regulations applicable to the markets in which
Celtic Pharma and Xenova operate, including those of the Federal Drug
Administration in the United States, and other factors detailed in Xenova's
fillings with the SEC; failure to protect intellectual property rights or any
infringement claims; litigation; future exchange and interest rates; economic
downturn; acts or threats of terrorism; acts or the threat of war or other
adverse political developments.



All subsequent written and oral forward-looking statements attributable to
Celtic Pharma or Xenova or persons acting on behalf of either of them are
expressly qualified in their entirety by the cautionary statements above.  The
forward-looking statements included herein are made only as of the date of this
announcement.




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