Offer Update

RNS Number:6884P
Xenova Group PLC
12 September 2003

Xenova Group plc Offer For KS Biomedix Holdings Plc Update

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

               Xenova Group plc ("Xenova"), 12 September 2003

   RECOMMENDED OFFER FOR KS BIOMEDIX HOLDINGS PLC ("KS BIOMEDIX") ("THE OFFER") 

     OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS AND CHANGES TO XENOVA BOARD

Xenova is pleased to announce that, all of the conditions of the Offer have been
satisfied or waived, (other than the condition as to Admission) and that the
Offer is declared unconditional (save as to Admission).

Application has been made to the UKLA for the New Xenova Shares, which are to be
issued to KS Biomedix Shareholders pursuant to the Offer, to be admitted to the
Official List. Application has also been made to the London Stock Exchange for
the New Xenova Shares to be admitted to trading on the London Stock Exchange's
market for listed securities. Admission of the New Xenova Shares to listing on
the Official List and to trading on the London Stock Exchange's market for
listed securities is expected to become effective and dealings for normal
settlement in New Xenova Shares are expected to commence at 8.00 a.m, on 15
September 2003. The Offer will become unconditional in all respects at that
point.

By 3.00 p.m. on 11 September 2003, being the second closing date of the offer,
valid acceptances of the Offer had been received in respect of 58,183,350 KS
Biomedix Shares, representing approximately 90.10 per cent. of the KS Biomedix
Issued Share Capital. The total number of acceptances includes acceptances in
respect of 31,179,486 KS Biomedix Shares (representing approximately 48.28 per
cent. of the KS Biomedix issued Share Capital), which were the subject of
irrevocable undertakings to accept the Offer from certain of the KS Biomedix
Directors. The irrevocable undertakings include the undertaking from a KS
Biomedix Director who was interested in securities exchangeable into 7,118,897
KS Biomedix Shares (the "Exchangeable Shares"). The Exchangeable Shares have now
been exchanged into KS Biomedix Shares and acceptances of the Offer have been
received in respect of these KS Biomedix Shares.

Settlement of the consideration to which KS Biomedix Shareholders are entitled
will be effected within 14 days of the date of Admission in the case of valid
acceptances received by that date, and within 14 days of receipt in the case of
valid acceptances received after that date and while the Offer remains open for
acceptance.

As stated in the Offer Document, Xenova will procure that KS Biomedix applies to
the UKLA for the cancellation of the listing of the KS Biomedix Shares on the
Official List and of trading in KS Biomedix Shares on the London Stock
Exchange's market for listed securities. It is intended that such cancellation
of listing and trading will take place on 15 October 2003.

As valid acceptances of the Offer have been received in respect of 90 per cent.
of the KS Biomedix Shares to which the Offer relates, Xenova intends to apply
the provisions of sections 428 to 430F (inclusive) of the Companies Act 1985 to
acquire compulsorily all outstanding KS Biomedix Shares. Accordingly, Xenova 
will be posting in due course formal notices under section 429 of the Companies 
Act 1985 to KS Biomedix Shareholders who have not accepted the Offer. The Offer 
will remain open for acceptance until further notice. KS Biomedix Shareholders 
who have not yet accepted the Offer are urged to complete and return their Form 
of Acceptance in accordance with the instructions contained therein as soon as
possible.

Neither Xenova nor any person deemed to be acting in concert with it held any KS
Biomedix Shares or rights over KS Biomedix Shares on 30 July 2003, the last
business day immediately prior to the commencement of the Offer Period. Neither
Xenova nor any person deemed to be acting in concert with it has acquired or
agreed to acquire any KS Biomedix Shares or rights over KS Biomedix Shares since
the Offer Period commenced.

John Rennocks and Michael Young, currently non-executive directors of KS
Biomedix, have today been appointed directors of Xenova with effect from the
date of Admission.

Terms defined in the Offer Document dated 14 August 2003 have the same meaning 
in this announcement.
 
  
Enquiries:
David Oxlade, Xenova                  01753 706 600
David Rasouly, Nomura                 020 7521 2000
David Yates, Financial Dynamics       020 7831 3113
 
Nomura, is acting exclusively for Xenova in connection with the 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 anyone other than Xenova for providing
the protections afforded to clients of Nomura or for providing advice in
relation to the Offer or the New Xenova Shares.

This announcement does not constitute an offer or an invitation to purchase any 
securities.

This announcement does not constitute an offer of securities for sale in the
United States and the New Xenova Shares have not been and will not be,
registered under the United States Securities Act of 1933, as amended, nor under
any laws of any state of the United States, and the relevant clearances have not
been and will not be obtained from the relevant authorities in Canada, Australia
or Japan. Accordingly, unless an exemption under any applicable laws is
available, the New Xenova Shares may not be offered, sold, resold, delivered or
transferred directly or indirectly, in or into the United States, Canada,
Australia or Japan or any other country outside the United Kingdom where such
distribution may otherwise lead to a breach of law or other regulatory
requirement, or to or for the benefit of US Persons.

The Offer referred to in this announcement is not being made, directly or
indirectly, in or into, or by use of the mails of or by any means of
instrumentality (including, without limitation, facsimile transmissions, telex,
telephone or internet) or interstate or foreign commerce of, or any facilities
of a securities exchange of, the United States, nor is it being made, directly
or indirectly, to or for the benefit of US Persons, nor is it being made,
directly or indirectly, in or into Canada, Australia, or Japan unless an
exemption under any applicable laws is available. This announcement is not
being, and it must not be, mailed or otherwise forwarded, distributed or sent
in, or into the United States, Canada, Australia or Japan and doing so may
render invalid any purported acceptance of the Offer.



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