Not for release, publication or distribution in or into Canada,
Australia or Japan
8 August 2005
Xenova Group Plc ("Xenova") is pleased to announce that, at a Court
Meeting and an Extraordinary General Meeting ("EGM") of its
shareholders held earlier today in connection with the recommended
proposal by Celtic Pharma Development UK Plc ("Celtic Pharma") to
acquire Xenova, to be effected by way of a Scheme of Arrangement (the
"Scheme"), all the resolutions proposed received the support of
At the Court Meeting, a majority in number of Xenova's shareholders
who voted (either in person or by proxy), and over 75% by value of
the votes cast, voted in favour of the resolution to approve the
Scheme. The resolution was accordingly passed. At the EGM, the
resolution to approve the Scheme and provide for its implementation
was also passed by the requisite majority.
The votes cast for each resolution were as follows:
Resolution on a poll to approve the Scheme:
By number, 85.82% of shareholders present and voting in person or by
proxy voted for the Resolution, and 14.18% voted against the
Resolution. By value, 85.96% of shares represented in person or by
proxy were voted in favour of the Resolution and 14.04% were voted
against the Resolution.
Resolution to approve the Scheme and provide for its implementation:
The Resolution was approved on a show of hands. For information the
proxy vote in favour of the Resolution was 87.52% of votes cast and
against was 12.48% of votes cast.
Completion of the Acquisition remains subject to the satisfaction of
the conditions to the Proposal as set out in the Scheme Document
dated 8 July 2005 and sent to Xenova shareholders. It is expected
that the Scheme will become effective on 1 September 2005.
Copies of the resolutions passed at the Xenova Court Meeting and EGM,
have been submitted to the Financial Services Authority ("FSA") and
will shortly be available for inspection by the public at the FSA's
Document Viewing Facility which is situated at: Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (tel.
+44 (0)20 7066 1000) during normal business hours on any weekday
(except public holidays).
Terms used in this announcement shall have the same meanings as set
out in the Scheme Document dated 8 July 2005.
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.
Financial Dynamics: David Yates / Ben Atwell Tel: +44 (0)20 7831 3113
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