UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Celltech Group plc
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
151574902
(CUSIP Number)
December 20, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP: 151574902 Page 1 of 5
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Group International, Inc.
95-4154357
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
17,739,900
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
19,182,200
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,182,200 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP: 151574902 Page 2 of 5
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.
Item 1(a) Name of Issuer:
Celltech Group plc
Item 1(b) Address of Issuer's Principal Executive Offices:
208 Bath Rd
Slough, Berkshire SL1 3WE
England
Item 2(a) Name of Person(s) Filing:
Capital Group International, Inc.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Ordinary Shares
Item 2(e) CUSIP Number.:
151574902
Item 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
N/A
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
See page 2
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
CUSIP: 151574902 Page 3 of 5
Capital Group International, Inc. ("CGII") is the parent
holding company of a group of investment management companies
that hold investment power and, in some cases, voting power
over the securities reported in this Schedule 13G. The
investment management companies, which include a "bank" as
defined in Section 3(a)(6) of the Securities Exchange Act of
1934 (the "Act") and several investment advisers registered
under Section 203 of the Investment Advisers Act of 1940,
provide investment advisory and management services for their
respective clients which include registered investment
companies and institutional accounts. CGII does not have
investment power or voting power over any of the securities
reported herein. However, by virtue of Rule 13d-3 under the
Act, CGII may be deemed to "benefically own" 19,182,200 shares
or 7.0% of the 275,487,000 shares of Ordinary Shares believed
to be outstanding.
Item 5 Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following: [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
1. Capital Guardian Trust Company (CGTC)
2. Capital International Limited (CIL)
3. Capital International Research and Management, Inc. dba
Capital International, Inc. (CII)
4. Capital International S.A. (CISA)
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
CUSIP: 151574902 Page 4 of 5
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 31, 2002
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Group International, Inc.
*By /s/ Michael J. Downer
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated December
19, 2000 included as an Exhibit to Schedule 13G filed
with the Securities and Exchange Commission by Capital
Group International, Inc. on February 9, 2001 with
respect to Abitibi-Consolidated Inc
CUSIP: 151574902 Page 5 of 5