Placing and Open Offer

RNS Number:4476S
Antisoma PLC
25 November 2003

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



Antisoma plc

Fully underwritten Placing and Open Offer to raise #15.2 million



25 November 2003, London UK: Antisoma plc (London Stock Exchange: ASM), the UK
biopharmaceutical company specialising in the development of anti-cancer drugs,
today announces that it proposes to raise #15.2 million (#14.0 million net of
expenses) by means of a Placing and Open Offer.  A prospectus published by the
Company and containing details of the Placing and Open Offer (the "Prospectus")
is expected to be posted to Shareholders today together with Application Forms
in respect of the Open Offer.



Highlights are as follows:



*         Placing of 38,010,941 New Shares at 40 pence per share to raise
#15.2 million (#14.0 million net of expenses);

*         Open Offer to Qualifying Shareholders on the basis of 1 New Share
for every 6 Ordinary Shares at 40 pence per share; and

*         Placing and Open Offer fully underwritten by Nomura.



Glyn Edwards, Chief Executive Officer of Antisoma, commented:



"This fundraising will lead to a significant enhancement of our pipeline by
enabling us to acquire new clinical products and to pursue more ambitious
development plans for some of our key established programmes."



Enquiries:
  Antisoma plc                                          Tel: [phone]
  Glyn Edwards, Chief Executive Officer
  Raymond Spencer, Chief Financial Officer

  Nomura International plc                              Tel: [phone]
  Dave Rasouly
  John Milad

  Financial Dynamics                                    Tel: [phone]
  Ben Atwell
  Sarah MacLeod



Nomura International plc is acting exclusively for Antisoma in relation to the
Placing and the Open Offer 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 Antisoma for providing the protections afforded to its
clients nor for providing advice in relation to the Placing and the Open Offer
or any other matter referred to in this announcement.



This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for, the New Shares in any jurisdiction in which such
offer or solicitation is unlawful.  The New Shares have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended),
under the securities laws of any state of the United States or under the
applicable securities laws of Canada, Republic of Ireland, Australia or Japan.
Accordingly, unless an exemption under any applicable law is available, the New
Shares may not be offered, sold, transferred, taken up or delivered, directly or
indirectly, in the United States, Canada, Republic of Ireland, Australia or
Japan or any other country outside the United Kingdom where such distribution
may otherwise lead to a breach of any law or regulatory requirement.



Antisoma PLC

Fully underwritten Placing and Open Offer to raise #15.2 million



Introduction

Antisoma proposes to raise approximately #15.2 million (approximately #14.0
million net of expenses) through a Placing and Open Offer by an issue of
38,010,941 New Shares at a price of 40 pence per New Share, for which Qualifying
Shareholders may subscribe for their pro rata entitlement pursuant to the Open
Offer. The Issue Price of 40 pence per New Share represents a discount of 4.25
pence (9.6 per cent.) to the closing middle market price of 44.25 pence for
Ordinary Shares trading on the London Stock Exchange on 24 November 2003. The
Placing and Open Offer have been fully underwritten by Nomura.



Background to Antisoma

Antisoma is a UK-based biopharmaceutical company focused on the development of
novel cancer therapies based on monoclonal antibodies and small molecules.
Antisoma currently has three drugs in clinical trials. The Company's lead drug,
R1549, is in Phase III development for ovarian cancer and has also completed a
pilot Phase II study in gastric cancer. The principal results of the pivotal
ovarian study are expected to be available during the first half of 2004 and
will form the basis of applications for marketing licences if the results are
positive. Two other drugs, R1550 and AS1404, are in Phase I clinical trials,
while a third, AS1405, is expected to start clinical trials in early 2004. The
Company also has a pre-clinical portfolio that includes a number of programmes
with the potential to generate multiple products for clinical development.



Reasons for the Placing and Open Offer and Use of Proceeds

Antisoma plans to use the proceeds of the Placing and Open Offer, together with
its existing funds, to further develop and exploit the potential of the product
candidates in its pipeline (in addition to those planned developments referred
to below) and to enhance the existing pipeline by acquiring additional product
candidates.  Specific areas to which funds will be applied are detailed below.
The Directors believe that additional investment in these areas will provide the
Company with a better platform from which to build a sustainable and profitable
business in the medium term.



*         Acquiring and developing a further product or products already in
clinical trials (Phase I or Phase II) in order to increase the number and
diversity of product candidates with potential to generate substantial milestone
revenue over the next three years and royalties in the medium term. The Company
is currently evaluating a number of products to determine their suitability for
licensing;



*         broadening the Phase II trial programme for AS1404 (DMXAA), which
Antisoma intends to start promptly after Phase I trials finish in early 2004. A
broader programme would include the simultaneous evaluation of the drug in
different cancer types, in each case combining AS1404 with an established
anti-cancer therapy for the type of tumour being treated. AS1404 has shown
promising anti-cancer effects in pre-clinical studies of such combination
regimens. The Directors believe that a wider development programme will allow
Antisoma to broaden the drug's market potential and facilitate the
identification of the most rapid route to market;



*         pursuing the rapid development into clinical trials of a novel
antibody-cytokine drug that Antisoma has co-developed with Lexigen, a US
biotechnology company. The drug uses the targeting ability of the antibody BC1
to deliver the potent anti-tumour cytokine IL12 to cancer cells and has been
shown to have anti-tumour effects in pre-clinical models of several different
cancers. Antisoma describes this type of approach as ATTACK (Anti-tumour Therapy
with Targeting Antibodies and CytoKines); and



*         progressing more rapidly the development into clinical trials of
AS1406 (huHMFG1-RNase), the leading candidate from Antisoma's targeted apoptosis
approach, for which pre-clinical studies from the US National Institutes of
Health have demonstrated promising activity against both solid and blood
cancers. Additional funds will allow the pursuit of parallel development
approaches in both of these areas.



The net proceeds of the Placing and Open Offer are expected to be #14.0 million.
While it is difficult to be precise before in-licensing is complete, the
Directors believe it would be reasonable to apportion the additional expenditure
as follows: approximately #3 million would be spent on in-licensing and success
fees, approximately #3 million on pre-clinical development and approximately #8
million on clinical development.



Current Trading and Prospects

The Chairman of Antisoma indicated at the time of the Company's preliminary
results for the year to 30 June 2003, announced on 18 September 2003, that
Antisoma had achieved a step change in its position following the formation of
the alliance with Roche in November 2002 and the associated receipt of #23.2
million in upfront payments. Results for the first quarter to 30 September 2003,
announced on 12 November, showed that the Company had #31.2 million in cash and
short term investments at that date, compared with #15.4 million one year
before. Antisoma acquired additional royalty rights from Cytogen for R1549 for
#303,000 in September 2003. Antisoma also added to its pre-clinical portfolio in
September 2003 by in-licensing a programme of telomerase inhibitors from CRT for
an upfront payment plus additional milestone payments to be paid as products are
developed.  The Directors believe that losses and cash outflows will continue
for a number of years, reflecting ongoing investment in the development of the
Company's drug pipeline at levels exceeding revenues received from Roche. The
Company is continuing to progress the development of its product portfolio and
is confident of the Group's prospects for the end of the current financial year.



Under current plans and based on the present cash position (without taking into
account the proceeds of the Placing and Open Offer) the Directors expect that
progress to June 2005 will include:



*         completion of R1549 Phase III ovarian cancer study plus two
supporting studies;

*         completion of R1550 Phase I breast cancer study;

*         completion of current AS1404 Phase I study and one combination
study;

*         completion of pre-clinical development of AS1405 and two Phase I
studies in addition to the initiation of one Phase II study;

*         completion of pre-clinical development of AS1406 and receipt of a
licence to start clinical trials;

*         identification of candidates from the telomerase programme and
progression of their pre-clinical development; and

*         progression of pre-clinical evaluation of AS1408.



The Company is pleased to announce that Birgit Norinder has agreed to join the
Board as a non-executive Director with effect from the AGM.  Mrs Norinder is a
trained pharmacist and has held senior executive positions in Research and
Development at a number of international pharmaceutical companies, including
Pharmacia & Upjohn Corp (Senior Vice President, Worldwide Product Development),
Glaxo Group Research Ltd (Director, International Regulatory Affairs Division),
Astra Research Centre AB (Vice President, Infection R&D), Pfizer Inc and Parke
Davis AB. She has also served as CEO and Chairman of Profilix Ltd, a
biotechnology company focusing on oncology. She serves on several boards of both
privately and publicly owned biotechnology companies including two listed
companies: PhotoCure ASA, Norway and Probi AB, Sweden.



Details of the Placing and Open Offer

The Company is proposing to raise approximately #15.2 million (approximately
#14.0 after expenses of the Placing and the Open Offer) by the issue of
38,010,941 New Shares at the Issue Price. Certain Directors have irrevocably
undertaken to take up all or part of their entitlements as Qualifying
Shareholders pursuant to the Open Offer. Under the Placing Agreement, Nomura has
agreed to use its reasonable endeavours to place the remaining New Shares at the
Issue Price, failing which, itself to subscribe for such New Shares, subject to
clawback to satisfy valid acceptances under the Open Offer. Certain Qualifying
Shareholders have irrevocably undertaken not to take up a total of 8,171,103 New
Shares and these will be placed firm with placees under the Placing. Qualifying
Shareholders will be given the opportunity to apply under the Open Offer for New
Shares at the Issue Price, free of expenses, pro rata to their existing holding
of Ordinary Shares on the Record Date, on the following basis:



                    1 New Share for every 6 Ordinary Shares



held by such Qualifying Shareholders on the Record Date. Fractional entitlements
to New Shares will not be allocated but will be disregarded and entitlements
rounded down to the nearest whole number of New Shares. Any fractional
entitlements that would otherwise have arisen will be aggregated and issued
under the Placing for the benefit of the Company.



The Placing and the Open Offer are conditional, inter alia, upon the Placing
Agreement having become unconditional and not having been terminated in
accordance with its terms. If the conditions of the Placing Agreement are not
fulfilled or, if capable of waiver, waived, on or before the relevant time and
date specified in the Placing Agreement, application monies are expected to be
returned (at the applicant's risk), without interest, within 14 days thereafter.



The New Shares will, when issued and fully paid, rank pari passu in all respects
with the Existing Ordinary Shares. Application has been made to the UKLA for the
New Shares to be admitted to the Official List. Application has also been made
to the London Stock Exchange for the New Shares to be admitted to trading on its
market for listed securities. It is expected that admission to listing of such
securities will become effective and dealings on the London Stock Exchange will
commence on 19 December 2003.



Qualifying Shareholders will receive with this document an Application Form
containing details of their entitlements to subscribe for New Shares. The terms
of the Open Offer provide that Qualifying Shareholders may make a valid
application for any number of New Shares up to and including their pro rata
entitlements as shown on the Application Form.



Shareholders should be aware that the Open Offer is not a rights issue and that
entitlements to New Shares will not be tradable or sold in the market for the
benefit of those who do not apply under the Open Offer.



The latest time and date for acceptance and payment in full under the Open Offer
is expected to be 3p.m. on 17 December 2003.



Further details of the Open Offer are set out in the Prospectus and the
Application Forms.



Extraordinary General Meeting

An Extraordinary General Meeting is to be held at 10.00 a.m. on 18 December 2003
at the offices of CMS Cameron McKenna, Mitre House, 160 Aldersgate Street,
London EC1A 4DD, at which resolutions will be proposed to enable the Placing and
Open Offer to proceed and to refresh the general authorities to allot shares and
associated dis-application of pre-emption rights to reflect the Placing and Open
Offer.  The Placing and Open Offer is conditional on Resolution 1 being passed
at the EGM.



Expected timetable


                                                                            2003
Record date for entitlement under the Open Offer                     21 November
Latest time and date for splitting Application Forms       3 p.m. on 15 December
Latest time and date for receipt of Forms of Proxy        10 a.m. on 16 December
Latest time and date for receipt of Application Forms and
payment in full                                            3 p.m. on 17 December
Extraordinary General Meeting                             10 a.m. on 18 December
Dealings expected to commence in the New Shares            8 a.m. on 19 December
New Shares in uncertificated form expected to be credited
to CREST accounts                                                    19 December
Definitive certificates for New Shares in certificated form
expected to be dispatched                                         By 29 December



Disclaimer

Nomura International plc is acting exclusively for Antisoma in relation to the
Placing and the Open Offer 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 Antisoma for providing the protections afforded to its
clients nor for providing advice in relation to the Placing and the Open Offer
or any other matter referred to in this announcement.



This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for, the New Shares in any jurisdiction in which such
offer or solicitation is unlawful.  The New Shares have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended),
under the securities laws of any state of the United States or under the
applicable securities laws of Canada, Republic of Ireland, Australia or Japan.
Accordingly, unless an exemption under any applicable law is available, the New
Shares may not be offered, sold, transferred, taken up or delivered, directly or
indirectly, in the US, Canada, Republic of Ireland, Australia or Japan or any
other country outside the United Kingdom where such distribution may otherwise
lead to a breach of any law or regulatory requirement.



Definitions

Unless the context requires otherwise, the following definitions apply
throughout the announcement:


"AGM"                                the Annual General Meeting of the Company to be held on 9 December 2003
"Antisoma" or the "Company" or "     Antisoma plc, together where appropriate, with its subsidiary
Antisoma Group" or the "Group"       undertakings (as defined in section 258 of the Act)
"Antisoma Option Scheme" or the "    The Antisoma plc Company Share Option Plan
Option Scheme"
"antibody"                           A protein molecule formed by the immune system that reacts specifically
                                     with a particular antigen
"antigen"                            A molecule targeted by an antibody and capable of stimulating the
                                     production of antibodies against itself. Many cancer antigens do not
                                     stimulate the human immune system strongly, but antibodies against them
                                     can be obtained by introducing them into another species
"apoptosis"                          Programmed cell death - a natural process that plays a vital role in the
                                     development, maintenance and renewal of tissues and organs. Failure of
                                     apoptosis may be a cause of cancer
"Application Form"                   the application form issued to Qualifying Shareholders relating to the
                                     Open Offer, which accompanies this document
"BC1"                                An antibody recognising and binding to a protein, oncofoetal fibronectin,
                                     that is associated with tumour blood vessels
"Board" or "Directors"               The board of directors of Antisoma
"cancer"                             A broad term used to describe a group of diseases which are characterised
                                     by uncontrolled growth and spread of abnormal cells
"certificated form"                  An Ordinary Share which is not in uncertificated form
"clinical trials"                    The study in humans of medicinal product candidates in order to determine
                                     their safety and efficacy. They are generally classified into phases I to
                                     III
"CREST"                              the relevant system (as defined in the Regulations) in respect of which
                                     CRESTCo Limited is the Operator (as defined in such Regulations) in
                                     accordance with which listed securities may be held and transferred in
                                     uncertificated form
"cytokine"                           A chemical messenger; cytokines are essential for a co-ordinated immune
                                     response
"DMXAA"                              5,6,-Dimethylxanthenone-4-acetic acid - the chemical name for AS1404
"DNA"                                Deoxyribonucleic acid (DNA) and ribonucleic acid (RNA) are the two
                                     chemical substances involved in the genetic transmission of
                                     characteristics from parent to offspring and in the manufacture of
                                     proteins
"Existing Ordinary Shares"           the 228,065,648 Ordinary Shares in issue at the close of business on 24
                                     November 2003, being the latest practicable date prior to the publication
                                     of this document
"Extraordinary General Meeting" or " the extraordinary general meeting of the Company to be held at 10.00 a.m.
EGM"                                 on 18 December 2003 (or any adjournment thereof)
"gastric"                            relating to the stomach
"HMFG1"                              A mouse monoclonal antibody isolated in response to human milk fat
                                     globule, a component of human milk. This antibody or its humanised
                                     derivative provide the targeting component of R1549, R1550 and AS1406
"IL12"                               a cytokine with a wide range of biological effects; when given as a drug
                                     it has been shown to have anti-tumour activity
"indication"                         the use for which a drug is intended. For example, one of the indications
                                     for which R1549 is being developed is adjunctive therapy of ovarian
                                     cancer in women who enter remission following surgery and chemotherapy
"Issue Price"                        the price of 40 pence per New Share payable under the Placing and Open
                                     Offer
"Lexigen"                            EMD Lexigen
"London Stock Exchange"              London Stock Exchange plc
"molecule"                           A chemical substance made up of two or more atoms
"monoclonal antibody"                an antibody made from a single clone (hybridoma) of white blood cells,
                                     and with specificity against a single antigen target
"NASDAQ Europe"                      NASDAQ Europe S.A./ N.V., a subsidiary of the NASDAQ Stock Market, Inc.
"New Shares"                         the new Ordinary Shares proposed to be issued pursuant to the Placing and
                                     Open Offer
"Nomura"                             Nomura International plc
"Official List"                      the Official List of the UK Listing Authority
"Open Offer"                         the conditional invitation by Nomura, on behalf of the Company, to
                                     Qualifying Shareholders to apply to subscribe for New Shares on the terms
                                     and subject to the conditions set out or referred to in the Prospectus
                                     and in the Application Form
"Ordinary Shares"                    Ordinary shares of 1 penny each in the capital of Antisoma
"ovarian cancer"                     Cancer of the ovaries
"Overseas Shareholders"              Shareholders on the register of members of the Company as at the close of
                                     business on the Record Date who have registered addresses or are
                                     residents of countries outside the United Kingdom
"Phase I"                            Studies in small numbers (often no more than 20) patients to determine
                                     how a molecule behaves in the body, how well tolerated it is and which
                                     dose or doses might be most appropriate
"Phase II"                           Studies that assess the product candidate's short-term safety and
                                     preliminary efficacy in a limited number of patients with the relevant
                                     disease
"Phase III"                          Studies that involve a comprehensive evaluation of safety and efficacy of
                                     the product candidate in a sufficient number of patients to obtain
                                     statistically significant results
"pivotal study"                      a key study, results of which will be a major determinant of regulatory
                                     approval
"Placing"                            the conditional placing of New Shares at the Issue Price by Nomura
                                     pursuant to the Placing Agreement as described in the Prospectus
"Placing Agreement"                  the placing and open offer agreement dated  25 November 2003 between the
                                     Company and Nomura as described in the Prospectus
"Pre-clinical studies"               these are tests carried out on a product candidate, manufactured to meet
                                     regulatory guidelines, to ensure product safety and quality prior to
                                     commencing studies in humans. These tests investigate the toxicity and
                                     efficacy in model systems, safety and stability of the product candidate
                                     and also validate the GMP manufacturing processes. Certain of these tests
                                     will often continue after commencement of human clinical studies
"product candidate"                  A substance that has the potential to become a therapeutic product
"Prospectus"                         Antisoma prospectus dated  25 November 2003
"Qualifying Shareholders"            holders of Ordinary Shares on the register of members of the Company as
                                     at the close of business on the Record Date, other than certain Overseas
                                     Shareholders as referred to in the Prospectus
"Record Date"                        the record date for the Open Offer, being 21 November 2003
"Regulations"                        the Uncertificated Securities Regulations 2001 (SI 1002 No. 3755)
"Resolutions"                        the resolutions set out in the notice of EGM set out at the end of the
                                     prospectus
"RNA"                                see DNA
"RNase"                              enzyme that degrades RNA
"Roche"                              F. Hoffmann-La Roche Limited and/or its affiliates, as the context may
                                     require
"Shareholders"                       holders of Ordinary Shares
"small molecule drugs"               drugs that have a molecular weight of 500 or less and can more easily
                                     pass through membranes than larger molecules. These drugs are more likely
                                     to be delivered orally
"telomeres"                          protective regions found at the ends of chromosomes, the structures into
                                     which DNA is packaged in each cell
"telomerase"                         an enzyme responsible for maintaining telomeres
"tumour"                             a mass of new tissue growth as seen in many types of cancer
"UK" or "United Kingdom"             the United Kingdom of Great Britain and Northern Ireland
"UKLA"                               the UK Listing Authority, being the Financial Services Authority acting
                                     as the competent authority for the purposes of Part 6 of the Financial
                                     Services and Markets Act 2000
"US", "USA", or "United States"      the United States of America, its territories and possessions and any
                                     state of the United States of America and the District of Columbia and
                                     all other areas subject to its jurisdiction
"uncertificated form"                an Ordinary Share which is for the time being recorded on the Company's
                                     register of members as being held in uncertificated form in CREST, and
                                     title to which by virtue of the Regulations, may be transferred by means
                                     of CREST




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

IOEIIFSILVLEFIV