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Xenova Group plc (XEN)

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Tuesday 30 August, 2005

Xenova Group plc

Xenova Group plc - Scheme of arrangement confir...



30 August 2005


Xenova Group plc ("Xenova") is pleased to announce that the scheme of
arrangement and the reduction of capital comprised within the Scheme
have been confirmed by the High Court earlier today.  The Scheme is
expected to become effective on 01 September 2005 on registration of
an office copy of the Court Order by the Registrar of Companies.

The listing of the Xenova Shares on the Official List is expected to
be cancelled, at Xenova's request, with effect from the commencement
of business on 01 September 2005.

As regards elections, Xenova Shareholders holding 263,461,709 Xenova
Shares, representing approximately 61.05 per cent. of the existing
issued ordinary share capital of Xenova, elected for the Cash
Alternative and Xenova Shareholders holding 11,582,310 Xenova Shares,
representing approximately 2.68 per cent. of the existing issued
ordinary share capital of Xenova, elected for the Cash and Secured
Loan Note Alternative, and therefore Xenova Shareholders holding
156,513,084 Xenova Shares, representing approximately 36.27 per cent.
of the existing issued ordinary share capital of Xenova, will receive
Secured Loan Notes under the Secured Loan Note Offer.

Subject to the Scheme becoming effective, settlement of the
consideration to which any Xenova Securityholder is entitled will be
effected within fourteen days of the Scheme Effective Date as more
fully explained in the Scheme Document.

Expressions used in this announcement have the same meaning as in the
Scheme Document dated 08 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.

Xenova Group plc is a UK-based biopharmaceutical company focused on
the development of novel drugs to treat cancer and addiction with a
secondary focus in immunotherapy.  The Company has a broad pipeline
of product candidates in clinical development, including three cancer
programmes:  its lead product candidate TransMID(TM), for the
treatment of high-grade glioma, is in Phase III trials, and its novel
DNA targeting agents and XR303 are both in Phase I for cancer
indications.  Xenova is also developing two therapeutic vaccines for
cocaine and nicotine addiction, which are in Phase II and Phase I
trials respectively.  Quoted on the London Stock Exchange (XEN) and
on NASDAQ (XNVA), Xenova has approximately 75 full time employees in
the UK and North America. (Reuters XEN.L; Bloomberg XEN LN).

For further information about Xenova and its products please visit
the Xenova website at www.xenova.com and www.gbmtrial.com

This press release contains "forward-looking statements". Various
risks may cause Xenova's actual results to differ materially from
those expressed or implied by the forward looking statements,
including: adverse results and delays in our drug discovery and
clinical development programs; failure to achieve product development
or commercialization milestones on a timely basis or at all; failure
to obtain effective patent protection for our discoveries; commercial
limitations imposed by patents owned or controlled by third parties;
our dependence upon strategic alliance partners to develop and
commercialize products and services; difficulties or delays in
obtaining regulatory approvals to market products and services
resulting from our development efforts; the requirement for
substantial on-going funding to conduct research and development and
to expand commercialization activities; and product initiatives by
competitors.  For a further list and description of the risks and
uncertainties we face, see our reports on file with the Securities
and Exchange Commission.  We disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.


Enquiries:
Xenova Group plc
+44 (0)1753 706600
David A Oxlade, Chief Executive Officer
Daniel Abrams, Finance Director
Veronica Cefis Sellar, Head of Corporate Communications

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