Directorate Change
September 16 2003 - 1:24PM
UK Regulatory
RNS Number:8410P
K.S. Biomedix Holdings PLC
16 September 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
16th September 2003
FOR IMMEDIATE RELEASE
RECOMMENDED OFFER BY XENOVA ("XENOVA") FOR KS BIOMEDIX HOLDINGS PLC ("KS
BIOMEDIX") ("THE OFFER")
CHANGES IN KS BIOMEDIX DIRECTORS
As a result of the Offer by Xenova becoming unconditional in all respects
following Admission of the New Xenova Shares at 8 a.m. on 15th September 2003,
KS Biomedix announces the following Board changes, with effect from 15th
September 2003:
- the executive directors, Steven Powell and Ian Miscampbell, have
resigned from the Board of KS Biomedix
- the non-executive directors Brian Morgan, Ian McManus, Fahar Merchant
and Jeffery Wright, have resigned from the Board of KS Biomedix
- David Oxlade and Daniel Abrams, executive directors of Xenova, have
been appointed directors of KS Biomedix
As announced by Xenova on 12th September 2003, John Rennocks and Michael Young
have been appointed non-executive directors of Xenova and joined the Board of
Xenova with effect from 15th September 2003.
KS Biomedix has received a notice under section 198 of the Companies Act 1985
that Xenova had an interest in 58,183,350 KS Biomedix Shares representing
approximately 90.10 per. cent of the KS Biomedix Issued Share Capital.
Terms defined in the Offer Document dated 14 August 2003 have the same meaning
in this announcement.
Enquiries:
David Oxlade, Xenova and KS Biomedix 01753 706 600
David Rasouly, Nomura 020 7521 2000
Dominic Hollamby, Rothschilds 020 7280 5000
Nomura is acting 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.
Rothschild is acting for KS Biomedix and no one else in connection with the
Offer and will not be responsible to any person other than KS Biomedix for
providing the protections afforded to clients of Rothschild, or for providing
advice in relation to the Offer.
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 from, or by use of the mails of or by any means or
instrumentality (including, without limitation, facsimile transmissions, telex,
telephone or internet) of interstate or foreign commerce of, or any facility of
a national securities exchange of the United States, nor is it being made,
directly or indirectly to 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 law 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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