EXHIBIT 17
Dated 22 January 2003
STRICTLY PRIVATE AND CONFIDENTIAL
(1) CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
(2) OXFORD GLYCOSCIENCES PLC
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MERGER AGREEMENT
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MAYER
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BROWN
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ROWE
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& MAW
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LONDON
CONTENTS
Clause Subject Matter Page
1. Interpretation 1
2. Press Announcement 4
3. Conditions 4
4. Invoking Conditions 5
5. Implementation of the Transaction 6
6. Options 6
7. Termination 6
8. Confidentiality 7
9. Costs and Expenses 7
10. Entire Agreement 7
11. Invalidity 7
12. Amendments, Variations and Waivers 7
13. Counterparts 8
14. Notices 8
15. No Assignment 8
16. Third Party Rights 8
17. Governing Law and Jurisdiction 8
Schedules
1. Scheme Conditions
2. Sequence of Events
MERGER AGREEMENT
DATE: 22 January 2003
PARTIES:
(1) CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC a company incorporated in England
(registered number 03234033) whose registered office is at Milstein
Building, Granta Park, Cambridge, CB1 6GH ("Cambridge"); and
(2) OXFORD GLYCOSCIENCES PLC a company incorporated in England (registered
number 02723527) whose registered office is at The Forum, 86 Milton Park,
Milton, Abingdon, Oxfordshire, 0Xl4 4RY ( "Oxford").
BACKGROUND:
(A) The parties intend to announce proposals for the merger of their
respective groups to be effected by means of a scheme of arrangement under
section 425 of the Companies Act on the terms set out in the Press
Announcement.
(B) The parties have agreed to take certain steps to implement the Scheme and
to enter into this Agreement to record their respective obligations
relating to the implementation of such Scheme.
IT IS AGREED that:
1. INTERPRETATION
1.1 Definitions
In this Agreement and in the section entitled "Background" above:
"Agreed Terms" means, in relation to any document, that document in the
terms agreed between the parties and signed or initialled for
identification purpose only by or on behalf of each party prior to the
execution of this Agreement;
"Board" means the Cambridge Board or the Oxford Board, as the context
requires;
"Break Fee Agreement" means the agreement between Cambridge and Oxford
dated of even date setting out a break fee arrangement between the
parties;
"Business Day" means a day (not being a Saturday or Sunday) when banks
generally are open in the City of London for the transaction of general
banking business other than for the settlement of euro;
"Cambridge ADSs" means American Depositary Shares, each representing one
Cambridge Share;
"Cambridge Conditions" means those of the Merger Conditions that relate to
Oxford, the Oxford Group or the Wider Oxford Group;
"Cambridge EGM" means the extraordinary general meeting of Cambridge to be
convened in connection with the Merger to consider the Cambridge
Resolutions, including any adjournment of that meeting;
"Cambridge Group" means Cambridge and its subsidiary undertakings and
"member of the Cambridge Group" shall be construed accordingly;
"Cambridge Listing Particulars" means listing particulars to be published
by Cambridge in respect of the New Cambridge Shares and New Cambridge
ADSs;
"Cambridge Resolutions" means the ordinary resolutions to approve, amongst
other things, the Merger and its implementation and the Related Party
Transaction;
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"Cambridge Shareholder Circular" means a circular to be sent by Cambridge
to, amongst other people, holders of Cambridge Shares and holders of
Cambridge ADSs incorporating a notice convening the Cambridge EGM;
"Cambridge Shares" means the existing issued ordinary shares of 10p each
in the capital of Cambridge;
"Code" means The City Code on Takeovers and Mergers;
"Companies Act" means the Companies Act 1985 (as amended);
"Conditions" means the Scheme Conditions and Merger Conditions;
"Confidentiality Letter" means the letter dated 9 December 2002, from
Cambridge to Oxford containing mutual confidentiality undertakings from
each of Cambridge and Oxford;
"Court" means the High Court of Justice of England and Wales;
"Court Meeting" means the meeting of the shareholders of Oxford convened
by direction of the Court pursuant to section 425 of the Companies Act to
consider and, if thought fit, approve the Scheme, including any
adjournment of that meeting;
"Effective Date" means the date on which the Scheme becomes effective
pursuant to the Order and the Merger completes;
"Hearing Date" means the date of the hearing by the Court of the Petition;
"Long Stop Date" means 30 April 2003;
"Merger" means the proposed merger of Oxford with Cambridge to be effected
by way of the Scheme;
"Merger Conditions" means the conditions to the Merger set out in section
2 of appendix I to the Press Announcement; and
"Merger Documents" means the Cambridge listing Particulars, the Cambridge
Shareholder Circular and the Scheme Document and being the principal
documents to give effect to the Merger;
"New Cambridge ADSs" means American Depositary Shares, each representing
one New Cambridge Share;
"New Cambridge Shares" means the new ordinary shares of 10p each in
Cambridge to be issued under the Scheme;
"Non Solicitation Agreement" means the agreement between Cambridge and
Oxford dated of even date setting out certain non-solicitation
undertakings by Oxford;
"Order" means the order of the Court sanctioning the Scheme under section
425 of the Companies Act and confirming the reduction of share capital
under section 137 of the Companies Act;
"Oxford ADSs" means American Depositary Shares, each representing one
Oxford Share;
"Oxford Conditions" means those of the Merger Conditions that relate to
Cambridge, the Cambridge Group or the Wider Cambridge Group;
"Oxford Court Resolution" means the resolution to approve the Scheme;
"Oxford EGM" means the extraordinary general meeting of Oxford to be
convened in connection with the Scheme, to be held on the same date as the
Court Meeting, to consider and, if thought fit, approve the Oxford EGM
Resolution, including any adjournment of that meeting;
"Oxford EGM Resolution" means the special resolution to approve, amongst
other things, the cancellation of the entire issued share capital of
Oxford, the alteration of Oxford's articles of association and such other
matters as may be necessary to implement the Merger;
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"Oxford Group" means Oxford and its subsidiary undertakings and "member of
the Oxford Group" shall be construed accordingly;
"Oxford Options" means options granted under the Oxford Share Schemes;
"Oxford Resolutions" means the Oxford Court Resolution and the Oxford EGM
Resolution;
"Oxford Shares" means issued ordinary shares of 5p each in the capital of
Oxford;
"Oxford Share Schemes" means the Oxford Glycosystems Limited 1989 Share
Option Scheme, the Oxford Glycosystems Group plc 1994 Share Option Scheme,
the Oxford Glycosciences Sharesave Scheme and the Oxford Glycosciences
Executive Share Option Scheme;
"Panel" means the Panel on Takeovers and Mergers;
"Petition" means the petition applying to the Court for the Order;
"Press Announcement" means the press announcement containing details of
the Merger in the Agreed Terms;
"Related Party Transaction" means the proposed issue of New Cambridge
Shares to Fidelity pursuant to the Scheme;
"Scheme" means a scheme of arrangement under section 425 of the Companies
Act to be entered into by Oxford and its shareholders pursuant to which
(amongst other things) the Oxford Shares will be cancelled under section
135 of the Companies Act and the resulting reserve will be applied in
paying up in full, at par, the same number of new shares as the Oxford
Shares which have been cancelled, which new shares shall be allotted and
issued credited as fully paid to Cambridge, conditional upon which
Cambridge will allot and issue to the former shareholders of Oxford, New
Cambridge Shares credited as filly paid on the basis set out in the Press
Announcement;
"Scheme Conditions" means the conditions to the implementation of the
Scheme set out in Schedule 1 (Scheme Conditions);
"Scheme Document" means a circular to be despatched to shareholders of
Oxford and holders of Oxford ADSs, including an explanatory statement from
Goldman Sachs International in accordance with section 426 of the
Companies Act;
"Sequence of Events" means the sequence of events and indicative timetable
set out in Schedule 2 (Sequence of Events);
"Substantial Interest" means a direct or indirect interest in 20 per cent.
or more of the voting equity capital of an undertaking;
"UKLA" means the UK Listing Authority, being the Financial Services
Authority in its capacity as the competent authority for the purposes of
the Financial Services and Markets Act 2000.
"Wider Cambridge Group" means Cambridge and the subsidiaries and
subsidiary undertakings of Cambridge and associated undertakings,
including any joint venture, partnership, firm or company in which any
member of the Cambridge Group is interested or any undertaking in which
Cambridge and such undertakings (aggregating their interests) have a
Substantial Interest; and
"Wider Oxford Group" means Oxford and the subsidiaries and subsidiary
undertakings of Oxford and associated undertakings, including any joint
venture, partnership, firm or company in which any member of the Oxford
Group is interested or any undertaking in which Oxford and such
undertakings (aggregating their interests) have a Substantial Interest.
1.2 Contents page and headings
In this Agreement, the contents page and headings are included for
convenience only and shall not affect the interpretation or construction
of this Agreement.
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1.3 Meaning of references
In this Agreement, unless the context requires otherwise, any reference
to:
(a) a party or the parties is to a party or the parties (as the case may
be) to this Agreement;
(b) a Clause or a Schedule is to a Clause of or a Schedule to this
Agreement and to a Part or a Paragraph of a Schedule is to a part or
a paragraph of that Schedule;
(c) this Agreement includes the Schedules, which form part of this
Agreement for all purposes;
(d) a statute or statutory provision includes any consolidation,
re-enactment, modification or replacement of the same;
(e) the masculine, feminine or neuter gender respectively includes the
other genders and any reference to the singular includes the plural
(and vice versa);
(f) a company shall be construed so as to include any company,
corporation or other body corporate wherever and however
incorporated or established;
(g) writing shall include any modes of reproducing words in a legible
and non-transitory form.
1.4 No restrictive interpretations
In this Agreement general words shall not be given a restrictive
interpretation by reason of their being preceded or followed by words
indicating a particular class of acts, matters or things.
1.5 Companies Act definitions
In this Agreement, unless the context otherwise requires any word and
expression defined in the Companies Act and not defined in this Agreement
shall bear the meaning ascribed to it in that Act.
2. PRESS ANNOUNCEMENT
2.1 Release of Press Announcement
The parties shall instruct their respective bankers to release the Press
Announcement at or before 7.00 am on 23 January 2003 or at such other time
and date as may be agreed between them.
3. CONDITIONS
3.1 Conditions to be satisfied prior to the Order being granted
Without prejudice to the remainder of this Clause 3, the obligations of
the parties to implement the Merger are subject to the satisfaction (or,
where permissible, waiver) of the Conditions and Oxford undertakes that it
will not file the Order with the Registrar of Companies unless all the
Conditions (other than the Scheme Condition set out at paragraph (d) of
Schedule 1) are satisfied (or, where permissible, waived) before the Court
grants the Order.
3.2 Conditions to be satisfied prior to the Scheme becoming effective
Without prejudice to the remainder of this Clause 3, the obligations of
the parties to implement the Merger are subject to the satisfaction of the
Scheme Conditions set out at paragraphs (d) and (e) of Schedule 1 by no
later than the Long Stop Date.
3.3 Co-operation of parties
Each party agrees to use its reasonable endeavours to achieve the
satisfaction of the Scheme Conditions set out opposite its name in
Schedule 1 (Scheme Conditions) as soon as reasonably practicable after the
date of this Agreement and to co-operate and provide reasonable assistance
to the other party.
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3.4 Reasonable endeavours
The parties agree that, for the purposes of Clause 3.3 and Clause 5.1, the
only circumstances in which a party will be relieved of its obligations to
use reasonable endeavours are where:-
(a) in the case of Oxford:-
(i) the Oxford Resolutions are not approved by its shareholders;
or
(ii) an announcement is made by a third party, which is not acting
in concert with Cambridge, and is not a member of the
Cambridge Group, at any time up to and including the Effective
Date of:-
(A) an intention to make an offer (whether or not subject to
pre-conditions) for Oxford pursuant to Rule 2.4 or 2.5
of the Code; or
(B) any other proposal to Oxford, or its shareholders, which
involves a reverse takeover (as such term is defined in
Rule 3.2 (note 2) of the Code) or a change of control of
Oxford;
which offer or proposal the Board of Oxford, in exercise of
their fiduciary duties, believe to be in the best interests of
Oxford and its shareholders; or
(iii) there has been a breach of an Oxford Condition in
circumstances where it could be invoked under clause 4 and
which has not been waived by Oxford; and
(b) in the case of Cambridge:-
(i) the Cambridge Resolutions are not approved by its
shareholders; or
(ii) an announcement is made by a third party, which is not acting
in concert with Oxford, and is not a member of the Oxford
Group, at any time up to and including the Effective Date of:
(A) an intention to make an offer (whether or not subject to
pre-conditions) for Cambridge pursuant to Rule 2.4 or
2.5 of the Code; or
(B) any other proposal to Cambridge, or its shareholders,
which involves a reverse takeover as such term is
defined in Rule 3.2 (note 2) of the Code or a change of
control of Cambridge
which offer or proposal the Board of Cambridge, in exercise of
their fiduciary duties, believe to be in the best interests of
Cambridge and its shareholders; or
(iii) there has been a breach of a Cambridge Condition in
circumstances where it could be invoked under clause 4 and
which has not been waived by Cambridge.
4. INVOKING CONDITIONS
4.1 Cambridge shall only be entitled to invoke a Cambridge Condition if the
Panel has determined that it is entitled to do so.
4.2 Oxford shall only be entitled to invoke an Oxford Condition in
circumstances where it would be able to invoke the condition if it were an
offeror for Cambridge in an offer governed by the Code.
4.3 The determination on whether Oxford is entitled to invoke an Oxford
Condition under Clause 4.2 shall be made by the Panel or, if the Panel is
not willing to make the determination, by an arbiter (the "Arbiter").
4.4 The Arbiter shall act as an expert and not as an arbitrator and shall be a
leading international investment bank selected by Cambridge and Oxford
(or, if Cambridge and Oxford cannot agree on such appointment within 2
Business Days of the Panel declining to make the determination, by the
president or chief executive at the relevant time of the London Investment
Banking Association on application by either Cambridge or Oxford). Each
party shall give the Arbiter such information and documents as the Arbiter
may reasonably request. The Arbiter shall be
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instructed to make his determination as soon as practicable and in any
event within 5 Business Days of his appointment.
4.5 The determination of the Panel or, as the case may be, by the Arbiter,
shall be final and binding on Oxford and Cambridge.
4.6 Each party shall bear its own costs in relation to any determination. The
charges of the Arbiter shall be borne equally between Oxford and Cambridge
unless the Arbiter determines otherwise.
5. IMPLEMENTATION OF THE TRANSACTION
5.1 Mutual obligations
Each party shall use all reasonable endeavours to meet and to facilitate
the implementation of the timetable and the actions set out in the
Sequence of Events.
5.2 Scheme Document
Oxford agrees that, to the extent that the Scheme Document relates to
Cambridge, it will seek Cambridge's approval in respect of the Scheme
Document (such approval not to be unreasonably withheld or delayed).
Accordingly, Oxford undertakes to Cambridge that it shall provide to
Cambridge drafts of the Scheme Document 2 Business Days prior to the time
by which comments from Cambridge are required by Oxford in order that they
may be incorporated in the next draft of the Scheme Document.
5.3 Listing Particulars
Cambridge agrees that, to the extent that the Cambridge Listing
Particulars relate to Oxford, it will seek Oxford's approval in respect of
the Cambridge Listing Particulars (such approval not to be unreasonably
withheld or delayed). Accordingly, Cambridge undertakes to Oxford that it
shall provide to Oxford drafts of the Cambridge Listing Particulars 2
Business Days prior to the time by which comments from Oxford are required
by Cambridge in order that they maybe incorporated in the next draft of
the Cambridge Listing Particulars.
6. OPTIONS
Cambridge shall in connection with the Merger and following the Effective
Date make appropriate offers or proposals to the holders of Oxford Options
to ensure that their interests are safeguarded.
7. TERMINATION
7.1 Termination by Cambridge
Cambridge shall be entitled to terminate this Agreement by serving notice
on Oxford if:
(a) Oxford shall be in breach of any of its material obligations under
Clauses 3 and 5 of this Agreement;
(b) the shareholders of Oxford do not pass, on the first occasion on
which they are put to them, the Oxford Resolutions; or
(c) there has been a breach of any Cambridge Condition in circumstances
where it could be invoked under clause 4 that has not been waived by
Cambridge.
7.2 Termination by Oxford
Oxford shall be entitled to terminate this Agreement by serving notice on
Cambridge if:
(a) Cambridge shall be in breach of any of its material obligations
under Clauses 3 and 5 of this Agreement; or
(b) the shareholders of Cambridge do not pass, on the first occasion on
which it is put to them, the Cambridge Resolutions; or
(c) there has been a breach of any Oxford Condition in circumstances
where it could be invoked under clause 4 that has not been waived by
Oxford.
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7.3 Termination by either party
Either party shall be entitled to terminate this Agreement by serving
notice on the other party if the Effective Date has not occurred by the
Long Stop Date.
7.4 Accrued rights and survival
Termination of this Agreement in accordance with its terms:
(a) shall not affect the rights or liabilities of the parties which have
accrued in accordance with this Clause 7 or otherwise have accrued
due on or before termination;
(b) shall be without prejudice to any other rights or remedies that
either party may have under this Agreement or at law; and
(c) shall not affect the continuance in force of any of the following
provisions of this Agreement, 8 (Confidentiality) and 17 (Governing
Law and Jurisdiction).
8. CONFIDENTIALITY
The terms of the Confidentiality Letter remains in till force and effect
and shall not be affected by this Agreement or its termination.
9. COSTS AND EXPENSES
Costs and expenses
Except when this Agreement provides otherwise, each party shall be
responsible for all the costs, charges and expenses incurred by it in
connection with and incidental to the preparation and completion of this
Agreement.
10. ENTIRE AGREEMENT
10.1 Agreement
This Agreement, the Press Announcement, the Confidentiality Letter, the
Non-Solicitation Agreement and the Break Fee Agreement represent the whole
and only agreements between the parties in relation to the effecting of
the Scheme and supersede any previous agreement whether written or oral
between the parties in relation to that subject matter.
10.2 No liability unless statement made fraudulently
Neither party shall have any liability or remedy in respect of any
representation, warranty or other statement (other than those contained in
this Agreement) being false, inaccurate or incomplete unless it was made
fraudulently.
10.3 No reliance
Each party acknowledges that in entering into this Agreement it places no
reliance on any representation, warranty or other statement relating to
the subject matter of this Agreement other than as set out in this
Agreement.
11. INVALIDITY
If all or any part of any provision of this Agreement shall be or become
illegal, invalid or unenforceable in any respect, then the remainder of
such provision and/or all other provisions of this Agreement shall remain
valid and enforceable and the remaining liabilities of the parties under
this Agreement shall not be affected or impaired.
12. AMENDMENTS, VARIATIONS AND WAIVERS
12.1 Amendments
No amendment or variation of the terms of this Agreement shall be
effective unless it is made or confirmed in a written document signed by
both of the parties to this Agreement.
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12.2 Waivers
No delay in exercising or non-exercise by any party of any right, power or
remedy provided by law or under or in connection with this Agreement shall
impair, or otherwise operate as a waiver or release of, that right, power
or remedy. Any waiver or release must be specifically granted in writing
signed by the party granting it. Any single or partial exercise of any
right, power or remedy provided by law or under this Agreement shall not
preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.
12.3 Rights and remedies exclusive
The rights, powers and remedies of each party under this Agreement are
cumulative and not exclusive of any rights or remedies of that party under
the general law. Each party may exercise each of its rights as often as it
shall think necessary
13. COUNTERPARTS
13.1 Any number of counterparts
This Agreement may be executed in any number of counterparts, and by the
parties on separate counterparts, but shall not be effective until each of
the parties has executed at least one counterpart.
13.2 Each counterpart an original
Each counterpart shall constitute an original of this Agreement, but all
the counterparts shall together constitute but one and the same
instrument.
14. NOTICES
All communications relating to this Agreement shall be in writing and
delivered by hand or sent by post or facsimile to the party concerned at
the relevant address shown at the start of this Agreement (or such other
address as may be notified from time to time in accordance with this
Clause by the relevant party to the other party). Any communication shall
take effect if delivered by hand, upon delivery; if posted, upon delivery;
and if sent by facsimile, when a complete and legible copy of the
communication, whether that sent by facsimile or a hard copy sent by post
or delivered by hand, has been received at the appropriate address.
15. NO ASSIGNMENT
The benefit of this Agreement may not be assigned, transferred, charged or
dealt in (whether by way of security, trust or otherwise) either in whole
or in part to any person
16. THIRD PARTY RIGHTS
The parties do not intend any term of this Agreement to be enforceable
pursuant to the Contracts (Rights of Third Parties) Act 1999.
17. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with
English law and the parties irrevocably submit to the exclusive
jurisdiction of the English Courts.
EXECUTION
The parties have shown their acceptance of the terms of this Agreement by
executing it at the end of the Schedules.
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Schedule I
Scheme Conditions
Responsibility
(a) Approval of the Scheme by a majority in number Oxford
representing three fourths in value of the holders of
Oxford Shares present and voting, either in person or
by proxy, at the Court Meeting;
(b) any resolution or resolutions of the holders of Oxford Oxford
Shares required to approve and implement the Scheme
and the Merger being duly passed at the Oxford EGM;
(c) any resolution or resolutions of holders of Cambridge Cambridge
Shares required in connection with the approval and
implementation of the Merger being duly passed at the
Cambridge EGM;
(d) the sanction (with or without modification, provided Oxford
that any modification is approved by Cambridge and
Oxford) of the Scheme (and confirmation of any
reduction of capital involved in the Scheme) by the
Court on terms satisfactory to both Oxford and
Cambridge acting reasonably and an office copy of the
Order being delivered by Oxford for registration to
the Registrar of Companies in England and Wales (and
registration of such Order confirming any reduction of
capital involved in the Scheme with the Registrar of
Companies in England and Wales);
(e) the admission to the Official List of the New Cambridge
Cambridge Shares becoming effective in accordance with
the Listing Rules and the admission of such shares to
the London Stock Exchange's market for listed
securities becoming effective or (if Oxford and
Cambridge so determine and subject to the consent of
the Panel) the UKLA agreeing or confirming its
decision to admit such shares to the Official List and
the London Stock Exchange agreeing to admit such
shares to trading subject only to (i) the allotment of
such shares and/or (ii) the Scheme becoming
unconditional in all respects other than this
paragraph (e)).
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Schedule 2
Sequence of Events
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Date Action or Event Party Responsible
- ---------------------------------------------------------------------------------------------------
23 January 2003 Press Announcement released and claim form lodged Cambridge/Oxford
with the Court
- ---------------------------------------------------------------------------------------------------
24 January 2003 Latest drafts of:
Scheme Document; Oxford
Cambridge Listing Particulars; and Cambridge
Cambridge Shareholder Circular Cambridge
exchanged by the parties
- ---------------------------------------------------------------------------------------------------
'D'-8 Comments on Scheme Document, Cambridge Listing
Particulars and Cambridge Shareholder Circular to
be provided
by each party. Cambridge/Oxford
- ---------------------------------------------------------------------------------------------------
'D'-6 Substantially final version of Scheme Document to
be provided to Cambridge by Oxford Oxford
- ---------------------------------------------------------------------------------------------------
'D'-5* Witness statement in support of claim form and
exhibit Scheme Document to be filed with the Court Oxford
- ---------------------------------------------------------------------------------------------------
'D'-3 Last day for material alterations to Scheme Document
Substantially final versions of Listing Particulars
and Carbon Circular to be provided to Oxford by Cambridge Oxford
- ---------------------------------------------------------------------------------------------------
'D'-2** Court hearing of claim form Oxford/Cambridge
- ---------------------------------------------------------------------------------------------------
Scheme Document, Cambridge Listing Particulars and
'D'*** Cambridge Shareholder Circular posted Oxford/Cambridge
- ---------------------------------------------------------------------------------------------------
'D' + 24 o Court Meeting; Oxford
o Oxford EGM; and Oxford
o Cambridge EGM to be held Cambridge
- ---------------------------------------------------------------------------------------------------
'D' + 25 File special resolution with Registrar of Companies Oxford
in England and Wales
Present petition and all relevant ancillary
documents to Court Oxford
- ---------------------------------------------------------------------------------------------------
'D' + 34**** Court directions hearing to be held Oxford
- ---------------------------------------------------------------------------------------------------
'D' + 35***** Advertise notice of Petition hearing Oxford
- ---------------------------------------------------------------------------------------------------
'D' + 44****** Court hearing of the Petition Oxford
Order obtained Oxford
All scheme conditions to have been fulfilled/waived Oxford/Cambridge
- ---------------------------------------------------------------------------------------------------
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- -----------------------------------------------------------------------------------------------------
'D' + 45 Apply for New Cambridge Shares to be admitted to Listing Cambridge
- -----------------------------------------------------------------------------------------------------
'D' + 47 Register Order and Scheme effective
- -----------------------------------------------------------------------------------------------------
* Must be 2 clear Business Days before hearing on claim form.
** Should be no later than 3 February 2003.
*** Should be no later than 6 February 2003.
**** Must be 7 Business Days after the Court Meeting.
***** Must be 7 days prior to petition hearing.
****** Must be 10 days after directions hearing
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SIGNED by John Aston )
Director duly authorised for and on behalf of ) /s/ [illegible]
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC )
SIGNED by )
Director duly authorised for and on behalf of )
OXFORD GLYOSCIENCES PLC )
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