The ‘Proposed Placing and Notice of General Meeting’
announcement for Verona Pharma plc released last Friday,
17 June 2016 at 16.54, has been
re-released in the interest of market clarity. The announcement
text is unchanged and is reproduced in full below.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES. ATTENTION IS ALSO DRAWN TO THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.
Verona Pharma
plc
("Verona Pharma" or the
"Company")
Proposed Placing
to raise c. £44.7 million (US$63.3
million)
and
Notice of General
Meeting
Capitalised terms in this
announcement have the same meaning as in the Circular being
published in conjunction with the proposed placing (unless
otherwise indicated) and are also defined below.
17 June 2016, Cardiff –
Verona Pharma plc (AIM: VRP), the drug development company focused
on first-in-class medicines to treat respiratory diseases,
announces that it has successfully secured funding commitments to
raise gross proceeds of c. £44.7 million (US$63.3 million), through a conditional placing
(the "Placing") with new and existing investors, including a number
of specialist US, UK and European healthcare funds. The Placing was
significantly oversubscribed.
The net proceeds of the Placing are expected to fund RPL554
through a Phase 2b clinical trial in chronic obstructive pulmonary
disease (COPD) patients and additional Phase 2 studies in both COPD
and cystic fibrosis.
MTS Securities, LLC is acting as the US placement agent and N+1
Singer is acting as the UK broker and nominated adviser in
connection with the Placing. The Placing is not being
underwritten.
Highlights
· The Placing will
raise gross proceeds of c. £44.7 million (US$63.3 million) through the issue of
1,555,796,345 Units at a price of 2.873
pence per Unit (each comprising one Placing Share and one
Warrant)
· The net proceeds of the
Placing will predominantly be used to progress RPL554 through a
Phase 2b clinical trial in COPD patients, and to fund additional
clinical Phase 2 studies in COPD and cystic fibrosis as well as
further supportive pre-clinical work
· The funding enables the
Company to materially advance the development of RPL554 and build
on the significant progress made to date with the revised
formulation
· The cornerstone investors
in the Placing are specialist healthcare focused funds Vivo
Capital, OrbiMed and Edmond de Rothschild Investment Partners
o Other new investors include New Enterprise Associates, Novo
A/S, Abingworth and Aisling Capital with participation of existing
investors including Arix Bioscience, Hargreave Hale and Polar
Capital
· The Placing Price
represents the average closing mid-market price of an Ordinary
Share during the five trading days to 15
June 2016, being the last practicable date prior to
investors signing their binding Placing commitments
· Each Warrant will be
exercisable into 0.4 of a Warrant Share, at an exercise price per
Warrant Share of 3.4476 pence, being
120 per cent. of the Issue Price
· On or shortly after
Admission, representatives from certain of the investors will join
the Board as non-executive directors
· The Company has undertaken to
use commercially reasonable efforts to procure a listing on NASDAQ
and raise a further tranche of funding in the future
The Placing is conditional upon, amongst other things, approval
by existing shareholders at a general meeting to be held at
11.00 a.m. on 22 July 2016 at the offices of Shakespeare
Martineau LLP at Allianz House, 6th Floor, 60
Gracechurch Street, London, EC3V
0HR (the “General Meeting”). Admission of the Placing Shares to
trading on AIM is expected to take place on 29 July 2016.
Jan-Anders
Karlsson, CEO of Verona Pharma, commented:
“We have made significant clinical
progress with our first-in-class drug RPL554. This drug has shown
the potential to become an important novel and complementary
treatment option for patients with COPD, a debilitating and
progressive disease that impacts about 65 million people worldwide
and is still among the four leading causes of death globally.
“The funds raised from the Placing
will allow the Company to focus on conducting a comprehensive Phase
2b clinical trial programme for nebulised RPL554 as a potential
treatment for patients with COPD. We will also explore in the
clinic for the first time the use of RPL554 as a novel treatment
for cystic fibrosis expanding the potential of the drug into
another respiratory disease where there remains a significant unmet
need. This follows on from the compelling data we have generated in
translational, preclinical models of this disease.”
David
Ebsworth, Non-Executive Chairman of Verona Pharma added:
“The Board would like to thank both the proposed new and our
existing shareholders for their support. Indeed, this
powerful syndicate of highly experienced bioscience investors have
conducted significant due diligence in the product ahead of
investing in the proposed Placing announced today, which we believe
further attests to the potential value of RPL554.
“This funding will enable us to progress RPL554 through
significant value inflection points. The strength of the data
package for the product generated to date gives us confidence that
a substantial Placing provides the optimal opportunity to retain
maximum value in the Company without compromising our future
strategic options.
“A subsequent listing of ADSs on NASDAQ as part of a
US IPO for Verona Pharma is a natural evolution in our corporate
strategy to focus on the US market opportunity, with its broadly
accepted use of nebulisers in the treatment of patients with COPD.
It will also allow the Company easier access to a larger pool of
investors in the US who have a deep understanding of the healthcare
market in which Verona Pharma operates.”
The Company’s lead drug, RPL554, is a dual phosphodiesterase
PDE3/PDE4 inhibitor with both bronchodilator and anti-inflammatory
properties that has the potential to become a novel treatment for
patients with obstructive lung diseases such as chronic obstructive
pulmonary disease (COPD), cystic fibrosis and potentially asthma.
Furthermore, based on data generated to date, Verona Pharma
believes RPL554 can provide relevant clinical and health economic
benefits in a commercial setting.
A circular to Shareholders containing, amongst other things, the
notice of the General Meeting (the “Circular”) will be published by
the Company today and posted to Shareholders. An extract from the
Circular is set out below. Copies of the Circular will be available
at the Company’s website: www.veronapharma.com.
This announcement should be read in conjunction with the
Circular in its entirety, which contains further details on the
terms of the Placing and related matters.
-Ends-
For further information please
contact:
Verona Pharma plc |
Tel: +44 (0)20 3283
4200 |
Jan-Anders Karlsson, Chief Executive
Officer |
|
|
|
N+1 Singer (UK NOMAD and Lead
Broker) |
Tel: +44 (0)20 7496 3000 |
Aubrey Powell / Jen Boorer |
|
|
|
MTS Securities, LLC (US Placement
Agent) |
Tel: +1 (212) 887 2100 |
Mark Epstein, Partner |
|
|
|
FTI Consulting |
Tel: +44 (0)20 3727 1000 |
Simon Conway/Stephanie
Cuthbert/Julia Phillips |
|
IMPORTANT NOTICE
The Circular is not an offer of securities for sale in the
United States. The securities being offered by the Company
may not be offered or sold in the United
States absent registration or an exemption from
registration. The offering of securities described in the
Circular has not been and will not be registered under the United
States Securities Act of 1933, and accordingly, any offer or sale
of the securities may be made only in a transaction exempt from the
registration requirements of the Securities Act.
Expected Timetable of Principal
Events
Publication of the Circular |
17 June 2016 |
|
|
Latest time and date for receipt of
completed Forms of Proxy to be valid at the General Meeting |
11.00 a.m. on 20 July
2016 |
|
|
General Meeting |
11.00 a.m. on 22 July
2016 |
|
|
Announcement of results of General
Meeting |
22 July 2016 |
|
|
Admission and commencement of
dealings in the Placing Shares on AIM |
29 July 2016 |
|
|
Despatch of definitive share
certificates for Placing Shares in certificated form |
by 16 August 2016 |
|
|
Despatch of definitive certificates
for Warrants |
by 16 August 2016 |
Notes:
(1) References to times in the Circular are to
London time (unless otherwise
stated).
(2) The timing of the events in the above
timetable and in the rest of the Circular is indicative only and
may be subject to change.
(3) If any of the above times or dates should
change, the revised times and/or dates will be notified by an
announcement to an RIS and otherwise communicated to Placees.
(4) Certain of the events in the above
timetable are conditional upon, amongst other things, the approval
of the Resolutions to be proposed at the General Meeting.
(5) The Company’s SEDOL code is B06GSH4 and
ISIN code is GB00B06GSH43.
(6) The Warrants will not be separately
admitted to trading on AIM, but the Warrant Shares which will arise
following any valid exercise of Warrants will be admitted to
trading as part of the single class of shares admitted to trading
on AIM.
Key Statistics
Number of Existing Ordinary Shares
in issue(1) |
1,009,923,481 |
|
|
Number of Placing Shares |
1,555,796,345 |
|
|
Proceeds of the Placing (before
expenses) |
£44.7 million |
|
(US$63.3 million) |
|
|
Net proceeds of the Placing
receivable by the Company(2) |
£41.9 million |
|
|
Percentage of Enlarged Share Capital
represented by the Placing Shares |
60.6 per cent. |
|
|
Maximum number of Warrant Shares
arising from potential exercise of Warrants(3) |
622,318,538 |
|
|
Maximum percentage of Enlarged Share
Capital represented by the Warrant Shares(3) |
24.3 per cent. |
|
|
Percentage of Enlarged Share Capital
represented by the New Shares(3) |
84.9 per
cent. |
|
|
Number of Ordinary Shares in issue
immediately following the Placing |
2,565,719,826 |
|
|
Market capitalisation of the Company
immediately following the Placing at the Issue Price |
£73.7 million |
Notes:
(1) As at 16 June
2016, being the last practicable date prior to the date of
the Circular and assuming no further issue of Ordinary Shares
between the date of the Circular and Admission.
(2) Net proceeds are stated after deduction of
estimated total expenses of approximately £2.8 million.
(3) Assumes all Warrants are exercised on a
'for cash' basis and no further issue of shares between Admission
and the date of exercise. In practice the Warrants will likely be
exercised after the US IPO and the number of Warrant Shares arising
will be lower than the maximum if the cashless exercise mechanism
is used by Warrantholders (as described in more detail in
paragraph 5 of part I and paragraph 4.4 of part III of the
Circular).
Exchange rates
The rate of exchange used throughout the Circular, unless
otherwise stated, is US$1.4158: £1.00
and £0.7061: US$1.00 being the
closing rate on 16 June 2016, the
last practicable date prior to the date of the Circular.
Letter from the Chairman
Introduction
The Company proposes to raise a total of approximately £44.7
million (before expenses) through a Placing of 1,555,796,345 Units
with new and existing institutional investors at a price of
2.873 pence per Unit. Each Unit
comprises one Placing Share and one Warrant. The Company has
obtained conditional commitments to raise approximately £41.9
million (net of expenses).
The Placing comprises a UK Placing and a US Placing. The US
Placing is being directed at US Persons only, and the Placing
Shares to be issued thereunder will be admitted to trading on AIM
on Admission.
N+1 Singer is acting as lead UK broker for the Company and MTS
Securities, LLC is acting as US Placement Agent. The Placing is not
being underwritten.
Each Warrant will be exercisable into 0.4 of a Warrant Share, at
an exercise price per Warrant Share of 3.4476 pence, being 120 per cent. of the Issue
Price. Further particulars of the Warrants including the conditions
under which they may be exercised are provided below and in
paragraph 4.4 of part III of the Circular. The Warrants will not be
separately admitted to trading on AIM, but the new Warrant Shares
will, following valid exercise of the Warrants in accordance with
the terms of the Warrant Instrument, be admitted to trading as part
of the single class of shares admitted to trading on AIM.
The net proceeds of the Placing will be used to progress RPL554
through several Phase 2 studies, including a Phase 2b study after
which the Board will consider whether continuing development alone
by the Company or partnering the drug candidate would be likely to
provide a commercially attractive return for Shareholders.
The UK Placing and the US Placing are conditional, inter
alia, upon the passing by the Shareholders of the Resolutions
at the General Meeting, including special resolutions which will
give the Company the required authority to dis-apply statutory
pre-emption rights in respect of the allotment of the New Shares
and to authorise the adoption of new articles of association (the
“New Articles”), conditional on Admission. Subject to all relevant
conditions being satisfied (or, if applicable, waived), it is
expected that the Placing Shares will be admitted to trading on AIM
on or around 29 July 2016 (with
Warrant certificates delivered on or around 16 August 2016).
The purpose of this letter is to outline the reasons for the
Placing and explain why the Board considers the proposals described
in the Circular to be in the best interests of the Company and
Shareholders as a whole, and why the Directors recommend that you
vote in favour of the Resolutions, as they intend to do in respect
of the Ordinary Shares held by them, in order to give effect to the
Placing.
The Company has further agreed with Vivo Capital and the other
US Purchasers to seek to raise a further tranche of funding in the
future (“Tranche 2”), expected to be at an aggregate offering size
reasonably acceptable to the Company and to the holders of a
majority of the Units issued at Tranche 1, coupled with a listing
of ADSs on NASDAQ (the “US IPO”).
Background to and reasons for the
Placing
The Company has made significant progress on the development of
its lead drug candidate, RPL554, to treat respiratory diseases with
significant unmet medical needs, such as COPD, cystic fibrosis and
potentially asthma. RPL554 is a first-in-class PDE3/PDE4 inhibitor
currently being developed as a nebulised maintenance treatment for
COPD patients with moderate to severe disease and possibly as a
treatment of acute exacerbations of COPD in the hospital
setting.
65 million people worldwide suffer from moderate to severe COPD
and according to the World Health Organisation, COPD
was among the four leading
causes of death globally in 2015
together with lower respiratory tract infections and after heart
disease and stroke
(http://www.who.int/mediacentre/factsheets/fs310/en/). Currently
available drugs are aimed at long-term maintenance therapy, with
the market dominated by large pharma. Despite the wide availability
of these therapies, COPD patients suffer acute periods of worsening
symptoms (exacerbations), which cause, in the US alone, some 1.5
million emergency department visits, 726,000 hospitalisations and
120,000 deaths per annum. There is an urgent need for new and more
effective treatments.
The Company has successfully completed five early clinical phase
1 and phase 2a studies for RPL554, having dosed 105 subjects with
an initial proof of concept formulation. These single and multiple
dose studies of the previous nebulized formulation demonstrated
that RPL554, when inhaled across a range of doses, is an effective
bronchodilator in patients with COPD and asthma and has
bronchoprotective properties (e.g. it reduces the hypersensitivity
of airways to inhaled irritants). RPL554 has a rapid onset of
action and the magnitude of the bronchodilator effect seems to be
at least as profound as that of other commonly used bronchodilator
drugs. RPL554 has also been demonstrated to have a potent anti-
inflammatory effect in a number of pre-clinical models and in a
clinical trial.
Since 2014, the Company focused on the development of a new
proprietary suspension formulation of RPL554 which is stable,
scalable and suitable for commercial use. The first phase 1/2a
study with this new nebulised formulation started at the end of
that year and the clinical phases of the SAD and MAD study in
healthy subjects and the MAD study in COPD patients were completed
in 2015 (in each case over 5.5 days, with twice daily dosing). 112
subjects took part in these phase 1/2a studies. The first two parts
of the trial in healthy subjects indicated that the new formulation
is well tolerated, as 16 times the previously used bronchodilator
dose (vs. the old formulation) could be administered without
reaching a maximum tolerated dose. Initial observations also
revealed a longer residence time in the lung, lower peak plasma
concentrations and a longer plasma half-life than the previously
used formulation, suggesting that twice daily dosing may also be
achievable. Positive headline data from the third and final part of
the phase 1/2a trial with the new nebulised formulation was
reported in September 2015, meeting
its objective and demonstrating safety and tolerability in COPD
patients with moderate severity of disease. Importantly, data also
supported the findings from the first two parts of the trial. The
data demonstrated that as designed, the new commercially scalable,
suspension formulation is well tolerated at all doses with no
reports of serious adverse events. Lung function was also
significantly increased in all dose groups. This has allowed the
Company to study a broad dose range and confirm that the duration
of the bronchodilation effect seems appropriate for twice daily
dosing.
Following this positive data from the Phase 1/2a study, and
following full data from the final part of this trial, the Company
has also completed and reported the outcomes of two additional
phase 2a studies. As announced in June
2015, the Company conducted a second single-dose Phase 2a
dose-finding study on RPL554 in 29 asthma patients in a
double-blind, placebo-controlled, seven-way crossover study. The
primary objective of this study was to establish the bronchodilator
effect and duration of action as compared to the most widely used
bronchodilator. Results from this study were reported in
March 2016. The primary objective was
met, with nebulised RPL554 demonstrating a dose-dependent and
highly statistically significant (p<0.0001) bronchodilator
response in asthma patients. The maximum bronchodilator effect of
RPL554 in this study was comparable to the effect observed with the
supramaximal dose (7.5mg) of nebulised salbutamol used in this
study. RPL554 did not elicit any serious adverse events or adverse
events of concern at any dose suggesting that the compound may have
a large safety margin.
The Company has also investigated the possibility that RPL554
can be used in combination with existing bronchodilator drugs with
a study in COPD patients that started in October 2015. The primary
objective of the study was met, with RPL554 producing a highly
significant (p<0.001) and a clinically meaningful additional
(>60 per cent.) bronchodilation on top of standard doses of
commonly used bronchodilators, salbutamol and ipratropium bromide.
The bronchodilator effects seen with the combinations were
significantly (p<0.001) larger than those of either salbutamol
or ipratropium bromide alone, which were in turn all significantly
greater than placebo. In addition, the combination of RPL554 with
salbutamol or ipratropium bromide caused a significant reduction
(p=0.0002 and p=0.004 respectively) in trapped air in the lung
(residual volume) as compared to salbutamol or ipratropium bromide
alone, suggesting that RPL554 treatment may reduce dyspnea, a major
debilitating symptom of COPD. Consistent with previous studies,
RPL554 was well tolerated both alone and in combination.
The Company also plans further studies in 2016 to explore the
potential of RPL554 in cystic fibrosis.
The Board believes that RPL554 has the potential to become a
novel treatment for patients with obstructive lung diseases such as
COPD, cystic fibrosis and potentially asthma, and that it can
provide clear healthcare economic benefits in a commercial setting.
The Company has considered all available options for further
funding of its development programmes, as without further capital
the Company has sufficient resources to fund its near terms plans
only. Having done so, the Board believes that the Placing is
required in order to finance the Company adequately through to the
end of the first Phase 2b study, a major value inflection point at
which the Board considers it will be better placed to consider
whether to continue development alone or to partner its drug
candidates, should this provide a sufficiently attractive return at
that time.
Use of Proceeds
The net proceeds of the Placing will be approximately £41.9
million, which are expected to fund RPL554 through a Phase 2b
clinical trial in chronic obstructive pulmonary disease (COPD)
patients and additional Phase 2 studies in both COPD and in cystic
fibrosis. The net proceeds are expected to be allocated
approximately as to:
Clinical development of
RPL554 for COPD in a Phase 2b study and additional clinical Phase 2
studies such as:
(i) Phase 2b
4-week dose-ranging study in COPD
(ii) 4 to 6-week
anti-inflammatory study
(iii) <1 week add-on
study in COPD patients
(iv) Cystic fibrosis
pharmacodynamics/pharmacokinetic study (proof of concept
study to be funded separately later)
(v) Preparatory
work for other clinical trials |
£19.6 million |
|
|
General working capital* |
£13.7 million |
|
|
Pre-clinical development, including
dry powder inhalation (DPI)/metered dose inhalation (MDI) |
£8.6 million |
|
|
Total (net of estimated fees) |
£41.9 million |
*covering continuing operating expenditure as increased for the
above development work and for the anticipated costs of listing and
maintaining the NASDAQ listing.
Principal terms of the Placing
The Company has conditionally raised a total of approximately
£44.7 million (before expenses) by the Placing of 1,555,796,345
Units at the Issue Price to the Placees. Each Unit comprises one
Placing Share and one Warrant over 0.4 of a Warrant Share. Further
particulars of the Warrants are provided below.
The UK Placing is conditional, inter alia, upon:
(i) the passing
of the Resolutions;
(ii) the Placing
Agreement not having been terminated in accordance with its terms
prior to Admission;
(iii) written
confirmation from the Company that, as far as it is aware (having
made reasonable enquiries of the Directors, its advisers and the US
Placees), there is no fact, matter or circumstance existing which
would allow the US Purchasers to terminate the Purchase Agreement;
and
(iv) Admission.
If any of the above UK conditions are not satisfied or waived
(where capable of waiver), the UK Units will not be issued and all
relevant monies received from the investors in the UK Placing will
be returned to them (at the risk of these investors and without
interest) as soon as possible thereafter.
The US Placing is conditional, inter alia, upon
(including certain customary conditions for a transaction of this
nature):
(i) the passing
of the Resolutions;
(ii) the receipt
of a certificate of a Director confirming that the representations
and warranties of the Company in the Purchase Agreement are true
and correct in all material respects (except those that are
qualified by materiality, which shall be true and correct in all
respects) as of the date of the Purchase Agreement and as of
Admission, and that all covenants, obligations and agreements of
the Company required to be performed prior to Admission have been
performed;
(iii) the Placing
Agreement not having been terminated in accordance with its terms
prior to Admission; and
(iv) Admission.
If any of the above US conditions are not satisfied or waived
(where capable of waiver), the US Units will not be issued and all
relevant monies received from the investors in the US Placing will
be returned to them (at the risk of these investors and without
interest) as soon as possible thereafter.
The New Shares when issued will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. It is expected
that Admission will occur and that dealings in the Placing Shares
will commence at 8.00 a.m. on
29 July 2016, at which time it is
also expected that the Placing Shares will be enabled for
settlement in CREST. A block listing application will be made in
respect of the Warrant Shares for the purpose of admitting the
Warrant Shares to trading on AIM in due course.
Shareholders in the Company who are not participating in the
Placing proportionate to their economic interest will have their
interest in the Company significantly diluted as a consequence of
the issue of the New Shares. Furthermore, Shareholders who
participate in the Placing, but who do not participate in Tranche
2, would be further significantly diluted as a consequence of the
issue of Ordinary Shares as part of the US IPO.
Information relating to the Placing Agreement, the Purchase
Agreement and the Placement Agent Agreement appear in paragraphs
4.1, 4.2 and 4.3 of part III of the Circular.
The Warrants
Each Warrant will be exercisable into 0.4 of a Warrant Share, at
an exercise price per Warrant Share of 3.4476 pence, being 120 per cent. of the Issue
Price. Upon exercise, fractional entitlements to Warrant Shares,
determined on an aggregate basis with all other Warrants then being
exercised by the applicable Placee, will be rounded down to the
nearest whole Warrant Share.
The exercise price per Warrant is 3.4476
pence (being a 20 per cent. premium to the Issue Price) and
each Warrant shall become exercisable on the earlier of: (i) the
first anniversary of Admission; or (ii) the closing of Tranche 2,
and the exercise period shall end on the fifth anniversary of such
date. In the event that the Company announces the execution of a
definitive agreement providing for an Acquisition prior to the
closing of Tranche 2, the exercise period shall instead begin
immediately following such announcement, and shall still end on the
sixth anniversary of Admission.
The Warrants may be exercised either in cash or on a cashless
exercise basis, whereby the Warrantholder will forfeit such number
of Warrant Shares as represent at the relevant time the value of
the exercise price, and receive bonus shares equal to the
Warrantholder’s net entitlement. Such bonus shares will be issued
by way of a capitalisation issue. Shareholders should note that the
number of Warrant Shares to be forfeited in connection with a
cashless exercise of Warrants will be determined by the future
price of the Company’s Shares. Warrantholders must also be
Shareholders in order to be able to exercise on a cashless exercise
basis.
Warrantholders shall be entitled to require that their Warrant
Shares be converted into ADSs, at the cost of the Company.
The terms of the Warrants include a Black-Scholes valuation
provision that would be applicable on a reorganisation,
consolidation, merger, demerger or sale of shares or transfer of
all or substantially all of the assets of the Company, where the
holders of the Company’s outstanding shares as of immediately
before the transaction beneficially own less than a majority by
voting powers of the outstanding shares of the surviving or
successor entity as of immediately after the transaction, or the
acquisition by any person of at least 50 per cent. of the voting
power of the Company (“Acquisition”). The provision provides a
basis for valuation of the Warrants in circumstances where the
Warrants are not assumed for exchange-traded shares of the
acquiring entity (or its ultimate parent) under circumstances where
the Warrants continue until their expiry. In such circumstances,
Warrantholders shall be entitled to receive or demand from the
Company the Black-Scholes value per share in accordance with the
provisions of the Warrants. Details of the Warrant and the
Black-Scholes value calculation are described in more detail in
paragraph 4.4 of part III of the Circular.
If Tranche 2 is completed within a year after Tranche 1, to the
extent that any Placee does not fully subscribe for an equivalent
value of Ordinary Shares or ADSs in Tranche 2 (including the value
of any Ordinary Shares or ADSs acquired in any concurrent Exempt
Placement made on substantially the same terms as the US IPO) as
subscribed for in Tranche 1, subject to allocations in
Tranche 2 being potentially adjusted downwards by the underwriter
in connection with the US IPO (on the terms set out in the Purchase
Agreement)), such Placee will (subject to certain limited
exceptional circumstances) forfeit any Warrants issued to it in
Tranche 1. However, if the Placee’s allocation is reduced by the
managing underwriter in the US IPO, then the required level of
participation to retain the Warrants in full shall be only that
amount that is allocated to the Placee in Tranche 2.
Given the potential cashless exercise mechanism of the Warrants
(and also the possible forfeiture of Warrants as described above),
it is likely, in the Company’s reasonably held opinion, that the
number of Warrant Shares to be issued following the exercise of
Warrants over time will be materially lower than the maximum number
possible.
A block listing application will be made to the London Stock
Exchange of 622,318,538 new Ordinary Shares to be admitted to AIM
in connection with the prospective issue of the Warrant Shares.
Once applied for, these new Ordinary Shares will be issued from
time to time pursuant to the valid exercise of Warrants which is
expected to be following the US IPO. The Company will make a
further notification in this regard in due course.
Tranche 2 (US IPO)
Pursuant to the Purchase Agreement, the Company has agreed to
use its commercially reasonable efforts to complete a firm
commitment registered public offering of ADSs in the United States with an aggregate offering
size reasonably acceptable to the Company and to the holders of a
majority of the Units issued in Tranche 1, coupled with a listing
of such ADSs on NASDAQ. The Company has agreed to use its
commercially reasonable efforts to consummate the US IPO as
promptly as possible and no later than 180 days following
Admission, or by such later date as may be agreed by the Company
and Placees holding a majority of the US Units issued in the US
Placing. To the extent participating by a Placee in the US IPO
would conflict with U.S. securities laws or other legal
requirements so as to materially delay or interfere with the US
IPO, investor participation in the US IPO may instead be effected
through a concurrent Exempt Placement that would be made on
substantially the same terms as the registered public offering. We
refer to the US IPO and the concurrent Exempt Placement as Tranche
2. Following the US IPO and as requested by Placees, New Shares
held by such Placees may be converted into ADSs (subject to any
limitations under United States
securities laws). The Company will pay the reasonable expenses of
the Placees in respect of the conversion of New Shares issued in
connection with the Placing into ADSs (to the extent required) at
the appropriate time.
It is expected that the Company’s entire share capital will
remain admitted to trading on AIM following the US IPO. Any such
transaction will require separate approval by Shareholders. While
the Company has agreed to use its commercially reasonable efforts
to facilitate the US IPO, there is no certainty that the US IPO
will proceed as targeted, or at all. Additional information in
respect of the prospective US IPO is set out in part II of the
Circular.
The ADSs will be negotiable instruments, representing ownership
of Ordinary Shares. They are designed to facilitate the purchase,
holding and sale of Ordinary Shares by US investors. Each of the
offered ADSs will represent an exact number of Ordinary Shares.
This number will be determined by the Directors during the offering
process. Other than a potential Regulation S offering in the UK,
there will be no offer to the public in the United Kingdom (including to the Company’s
existing Shareholders generally) of ADSs or Ordinary Shares in
connection with the US IPO.
Vivo Capital, a current Shareholder of the Company, is acting as
a cornerstone investor in relation to the US Placing and is
expected to act as a cornerstone investor in Tranche 2.
Novo Management Rights Letter
Pursuant to the Purchase Agreement, the Company has agreed to
provide a customary management rights letter to Novo. Pursuant to
the letter, which will be delivered prior to Admission, the Company
will grant Novo certain contractual management rights relating to
the Company, including matters such as (i) the right to consult
with the Company’s management on significant business issues, (ii)
examine the Company’s books and records and inspect the
Company’s properties, (iii) designate a non-voting representative
on the Company’s board of directors, and (iv) receive information
with respect to significant corporate actions.
The Company has agreed to deliver the Novo Management Rights
Letter in order to assist Novo in avoiding becoming subject to the
requirements of the U.S. Employee Retirement Income Security Act of
1974. According to the terms of the Novo Management Rights Letter,
Novo has a right to designate a non-voting board observer to attend
all meetings of the Board of Directors. The Novo Management Rights
Letter will terminate on the earlier of (i) the consummation of the
US IPO, or (ii) such time as Novo ceases to hold at least 50 per
cent. of the shares held by it on closing of the Placing.
Board representation and the
Relationship Agreements
The Company will enter into the Relationship Agreements with
Vivo Capital, OrbiMed, Arix/Arthurian and Abingworth to regulate
its relationships with those investors from Admission and to limit
their influence over the Group’s corporate actions and activities
and the outcome of general matters pertaining to the Group. Further
details of the Relationship Agreements are provided in paragraph
4.6 of part III of the Circular. The Relationship Agreements will
become effective on Admission.
Pursuant to the Relationship Agreements, the Company has further
agreed, conditional on Admission, to appoint representatives
designated by Vivo Capital, OrbiMed, Arix/Arthurian and Abingworth
to the Board of Directors. The investors’ respective rights to
maintain representatives on the Board of Directors shall continue
for so long as each respectively continue to beneficially hold not
less than the lesser of (i) 6.5 per cent. of the Company’s issued
Ordinary Shares from time to time (with beneficial ownership for
this purpose being determined without regard to any exercise
limitations or conversion blockers), and (ii) 60 per cent. of the
sum of the number of Ordinary Shares held by them on Admission and,
after completion of the US IPO, the number of Ordinary Shares they
are obligated to purchase in connection with the US IPO in order to
avoid forfeiture of their Warrants.
Following Admission, Arix and Arthurian (WLSIF) are expected to
own over 10 per cent. of the Enlarged Share Capital. Dr.
Ken Cunningham, a non-executive
director, will continue to serve as the appointed board
representative of Arix/Arthurian.
As described above the Company entered into the Novo Management
Rights Letter under which Novo has a right to designate a
non-voting board observer to attend all meetings of the Board of
Directors. Novo’s right to maintain a board observer on the Board
of Directors shall continue until (i) the consummation of the US
IPO, or (ii) such time as Novo ceases to hold at least 50 per cent.
of the shares held by it on closing of the Placing.
Following Admission, the Company will conduct an executive
search to recruit suitable senior finance resources.
New Articles
In connection with the issue of the Warrants and in order to
facilitate the US Placing, it is proposed that the Company will
adopt the New Articles at the General Meeting conditional upon the
relevant special resolution being passed. The New Articles will
incorporate certain amendments allowing for, inter alia, the
issue of the Warrant Shares and ADSs.
The New Articles will also contain provisions allowing the
Company to issue Warrant Shares in respect of the exercise of the
Warrants (in accordance with the terms of the Warrant
Instrument) by way of a non pre- emptive bonus issue of fully paid
up Warrant Shares to the relevant Warrantholder. Such bonus shares
will be issued by way of a capitalisation issue. This change is
required to allow for the cashless exercise of the Warrants in
accordance with the terms of the Warrant Instrument, whereby the
Warrantholder will forfeit Warrant Shares representing the cost of
exercise, and receive Warrant Shares by means of a bonus issue as
described above.
The principal changes to the current articles of association of
the Company are summarized in part IV of the Circular. A copy of
the New Articles is available for inspection on the Company’s
website at www.veronapharma.com. Hard copies of the New Articles
are available at the Company’s registered office from today until
the date of the General Meeting, and at the place of and on the
date of the General Meeting from 11.00
a.m. until the close of the meeting.
Recent trading and prospects
The Company reported a loss after tax of £7.42 million for the
year ended 31 December 2015
(2014:
£2.76 million), broadly in line with market expectations and
reflecting tight cost control despite the planned increase in
R&D spend, especially on clinical studies.
The Company’s net cash outflow from operating activities for the
year ended 31 December 2015 was
£6.35 million (2014: £3.54 million) reflecting clinical
progress, with cash and cash equivalents as at
31 December 2015 of approximately
£3.5 million (2014: £10 million). Having reported in the first half
of 2016 on the Phase 1/2a trials described above, clinical activity
is expected to be at a lower level in 2016 than in 2015 as the
Company plans its next substantive batch of clinical and
pre-clinical studies to be funded by the net proceeds of the
Placing.
Risk factors and additional
information
The attention of Shareholders is drawn to the risk factors set
out in Part II of the Circular and the information contained in
part III of the Circular, which provide additional information on
the Verona Group. Shareholders are advised to read the whole of the
Circular and not rely solely on the summary information presented
in this letter.
General Meeting
The Directors do not currently have authority to allot all of
the New Shares and, accordingly, the Board is seeking the approval
of Shareholders to allot such shares at the General Meeting.
Shareholder approval is not being sought at the General Meeting to
issue any Ordinary Shares under Tranche 2.
A notice convening the General Meeting, which is to be held at
the offices of Shakespeare Martineau LLP at Allianz House, 6th
Floor, 60 Gracechurch Street, London EC3V 0HR at 11.00 a.m. on 22 July
2016, is set out at the end of the Circular. At the General
Meeting, the following Resolutions will be proposed:
· Resolution 1 which is an
ordinary resolution to authorise the Directors to allot relevant
securities up to an aggregate nominal amount of £1,555,796.35,
being equal to 1,555,796,345 Placing Shares (i.e. the maximum
number of Placing Shares available under the Placing).
· Resolution 2 which is
conditional on the passing of resolution 1 and is an ordinary
resolution to authorise the Directors to issue Warrants to
subscribe for Ordinary Shares up to an aggregate nominal amount of
£622,318.54, being equal to 622,318,538 Ordinary Shares (i.e. the
maximum number of Ordinary Shares that could be allotted pursuant
to the exercise of the warrants).
· Resolution 3 which is
conditional on the passing of resolutions 1, 2, 4, 5 and 6
(inclusive) and is an ordinary resolution authorising the Directors
to capitalise such sums as they may determine from time to time,
not exceeding the amount standing to the credit of any of the
Company’s reserve accounts from time to time or any sum standing to
the credit of the profit and loss account or otherwise available
for distribution from time to time to pay up in full, up to
622,318,538 Ordinary Shares and to allot and issue such new shares
on a non-pre-emptive basis, and to do all acts and things to
satisfy any entitlement to Warrant Shares.
· Resolution 4 which is
conditional on the passing of resolution 1 and is a special
resolution to authorise the Directors to issue and allot
1,555,796,345 Placing Shares pursuant to the Placing on a non pre-
emptive basis.
· Resolution 5 which is
conditional on the passing of resolution 2 and is a special
resolution to authorise the Directors to issue and allot warrants
to subscribe for 622,318,538 Ordinary Shares on a non pre-emptive
basis.
· Resolution 6 is a special
resolution to adopt the New Articles.
The authorities to be granted pursuant to resolutions 1, 2, 4
and 5 shall expire on the conclusion of the Annual General Meeting
(“AGM”) of the Company to be held in 2017 (unless renewed varied or
revoked by the Company prior to or on that date) and shall be in
addition to any Directors’ authorities to allot relevant securities
and disapply statutory pre-emption rights granted at the Company’s
AGM to be held in 2016, which shall expire on the conclusion of the
AGM of the Company to be held in 2017. The authority given pursuant
to resolution 3 shall expire on 30 July
2022 (unless renewed, varied or revoked by the Company prior
to or on that date).
Action to be taken in respect of the
General Meeting
The Directors unanimously consider that completion of the
Placing is in the best interests of the Company and accordingly
strongly recommend that you vote in favour of the Resolutions to be
proposed at the General Meeting to give effect to the Placing, as
they intend to do in respect of those Ordinary Shares in respect of
which they have a beneficial interest, being 7,469,774 Ordinary
Shares in aggregate, representing 0.74 per cent. of the current
issued Ordinary Share capital of the Company as at the date of the
Circular.
Enclosed with the Circular is a Form of Proxy for use by
Shareholders at the General Meeting.
Related party matters
Dr. David Ebsworth, the Company’s
Non-Executive Chairman, is investing in the Placing on the same
terms as the other Placees.
Arix has agreed to subscribe for 64,517,620 units pursuant to
the UK Placing. Arix is considered to be a related party under the
AIM Rules by virtue of its conditional entitlement to indirectly
acquire Arthurian, the general partner of WLSIF, an existing
Substantial Shareholder. Its subscription is classified as a
related party transaction under AIM Rule 13. The independent
directors, who are for the purposes of Arix’s subscription, Dr.
David Ebsworth, Dr. Jan-Anders Karlsson, Dr. Anders Ullman and Dr. Patrick Humphrey, consider having consulted with
the Company’s nominated adviser, N+1 Singer that the terms of the
participation by Arix in the UK Placing are fair and reasonable
insofar as the Shareholders of the Company are concerned.
Irrevocable undertakings and
indications of support
The Company has secured irrevocable undertakings from certain
institutional shareholders to vote in favour of the Resolutions in
respect of which they have a beneficial interest, representing
294,237,197 Ordinary Shares in aggregate or approximately 29.1 per
cent. of the Existing Ordinary Shares. Together with the aggregate
irrevocable undertakings from the Directors (which will be in the
same form as the irrevocable undertakings secured from certain
institutional shareholders), the Company has secured commitments
from Shareholders holding, in total, 298,836,971 Ordinary Shares
(comprising approximately 29.6 per cent. of the Existing Ordinary
Shares) to vote in favour of the Resolutions. In addition, the
Company has received verbal indications of support from
Shareholders holding a total of 159,335,343 Ordinary Shares
(representing approximately 15.8 per cent. of the Existing Ordinary
Shares). In aggregate, the Company therefore reasonably considers
that the Resolutions have the backing, from irrevocable commitments
and verbal indications of support, of 458,172,314 Ordinary Shares
or approximately 45.4 per cent. of the voting rights in the
Company’s Shares.
Additional Information
Your attention is drawn to the risk factors and additional
information set out in Parts II and III of the
Circular. Shareholders are advised to read the whole
of the Circular and not rely solely on the
summary information presented in this letter.
Directors’ Recommendation and Voting
Intentions
The Directors, acting in good faith, believe that the Placing
and the passing of the Resolutions are most likely to promote the
success of the Company for the benefit of its Shareholders as a
whole. The Directors unanimously and strongly recommend the
Shareholders to vote in favour of the Resolutions, as they intend
to do in respect of their aggregate beneficial holdings of
7,469,774 Ordinary Shares representing approximately 0.74 per cent.
of the Existing Ordinary Shares.
Total Voting Rights
The number of ordinary shares of 0.1
pence each in the capital of the Company in issue and number
of voting rights following admission of all of the Placing Shares
(subject, amongst other things, to the General Meeting) will be
2,565,719,826. Following Admission, the above figure may be
used by Shareholders as the denominator for the calculations by
which they will determine whether they are required to notify their
interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
Definitions
“Abingworth” |
Abingworth Bioventures
VI LP (acting through its manager,
Abingworth LLP) |
|
|
“Abingworth Relationship
Agreement |
the relationship agreement to be
entered into between the Company, Abingworth and N+1 Singer to
regulate the Company’s relationship with Abingworth |
|
|
“Acquisition” |
in relation to the Warrants, a
reorganisation, consolidation, merger, demerger, sale of shares or
transfer of all or substantially all of the assets of the Company,
where the holders of the Company’s outstanding shares as
of immediately before the transaction beneficially own
less than a majority by voting powers of the outstanding shares of
the surviving or successor entity as of immediately after the
transaction, or a scheme of arrangement or takeover offer |
|
|
“Act” |
the Companies Act 2006 |
|
|
“Admission” |
the admission of the Placing Shares
to trading on AIM following completion of the Placing |
|
|
“ADSs” |
American Depositary Shares each of
which will consist of a fixed number of Ordinary Shares or a right
to receive a fixed number of Ordinary Shares, proposed to be issued
pursuant to Tranche 2 |
|
|
“AIM” |
the AIM market operated by the
London Stock Exchange |
|
|
“AIM Rules |
the AIM Rules for Companies and
guidance notes as published by the London Stock Exchange from time
to time |
|
|
“Arix” |
Arix Bioscience Limited |
|
|
“Arix Relationship Agreement” |
the relationship agreement to be
entered into between the Company, Arix, Arthurian and N+1 Singer,
to regulate the Company’s relationship with Arix and Arthurian |
|
|
“Arthurian” |
Arthurian Life Sciences SPV GP
Limited, as the general partner of WLSIF |
|
|
“Business Day” |
a day (other than a Saturday or
Sunday) on which commercial banks are open for general business in
London, England |
|
|
“Company” or “Verona” |
Verona Pharma PLC, a company
incorporated and registered in England and Wales under the
Companies Act 1985 with registered number 5375156 |
|
|
“Directors” or “Board” |
the directors of the Company as at
the date of the Circular, whose names are set out on page 10 of the
Circular |
|
|
“Document” |
the Circular which for the avoidance
of doubt does not comprise a prospectus (under
the Prospectus Rules) or an admission document
(under the AIM Rules) |
|
|
“Enlarged Share Capital” |
the issued ordinary
share capital of the Company following Admission,
comprising the Existing Ordinary Shares and the Placing Shares |
|
|
“Exempt Placement” |
an exempt placement of the Company’s
securities in accordance with Regulation D and/or Regulation S |
|
|
“Existing Ordinary Shares” |
the Ordinary Shares in issue as at
the date of the Circular |
|
|
“FCA” |
the Financial Conduct Authority |
|
|
“Form of Proxy” |
the form of proxy for use in
relation to the General Meeting enclosed with the Circular |
|
|
“FSMA” |
the Financial Services and Markets
Act 2000 (as amended) |
|
|
“General Meeting” |
the General Meeting of the Company,
convened for 11.00 a.m. on 22 July 2016 (or any adjournment
thereof), notice of which is set out at the end of the
Circular |
|
|
“Group” |
the Company and its
subsidiaries |
|
|
“HMRC” |
Her Majesty’s Revenue &
Customs |
|
|
“ISIN” |
International Securities
Identification Number |
|
|
“Issue Price” |
2.873 pence per Unit |
|
|
“Issued Share Capital” |
the issued share capital of the
Company as at 16 June 2016 (being the last practicable date prior
to the date of the Circular) |
|
|
“Listing Rules” |
the Listing Rules of the UKLA made
in accordance with section 73A(2) of FSMA |
|
|
“London Stock Exchange” |
London Stock Exchange plc |
|
|
“Money Laundering Regulations” |
Money Laundering Regulations
2007, the money laundering provisions of the
Criminal Justice Act 1993, Part VIII of FSMA (together with
the provisions of the Money Laundering Sourcebook of the FCA and
the manual of guidance produced by the Joint Money Laundering
Steering Group in relation to financial sector firms), the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Proceeds of Crime Act 2002 and the Terrorism Act 2006 |
|
|
“MTS Securities, LLC” |
MTS Securities, LLC, the Company’s
placement agent based within the US in accordance with Regulation
D |
|
|
“N+1 Singer” |
Nplus1 Singer Advisory LLP, together
with its associate Nplus1 Singer Capital Markets Limited, acting as
lead UK broker to the Placing and as nominated adviser and UK
broker to the Company |
|
|
“NASDAQ” |
the NASDAQ Global Market or the
NASDAQ Capital Market |
|
|
“New Articles” |
the new articles of association of
the Company proposed to be adopted at the General Meeting |
|
|
“New Shares” |
the Placing Shares and the Warrant
Shares (to the extent the Warrants are exercised) |
|
|
“Notice of General Meeting” |
the notice convening the General
Meeting as set out at the end of the Circular |
|
|
“Novo” |
Novo A/S |
|
|
“Novo Management Rights Letter” |
the management rights letter to be
entered into between the Company and Novo |
|
|
“OrbiMed” |
OrbiMed Private Investments VI, LP
(acting through its general partner, OrbiMed Capital GP VI LLC,
acting through its managing member, OrbiMed Advisors LLC) |
|
|
“OrbiMed Relationship
Agreement” |
the relationship agreement to be
entered into between the Company, OrbiMed and N+1 Singer to
regulate the Company’s relationship with OrbiMed |
|
|
“Ordinary Shares” |
ordinary shares of 0.1 pence
each in the capital of the Company |
|
|
“Placees” |
certain institutional and
other investors subscribing for Units (including the US
Purchasers) |
|
|
“Placement Agent Agreement” |
the placement agent engagement
relating to the US Placing between the Company and MTS
Securities, LLC |
|
|
“Placing” |
the UK Placing and the US Placing as
further described in the Circular |
|
|
“Placing Agreement” |
the placing agreement relating to
the UK Placing entered into between the Company and N+1 Singer |
|
|
“Placing Shares” |
up to 1,555,796,345 new Ordinary
Shares to be issued pursuant to the Placing (which figure excludes
the Warrant Shares) |
|
|
“Posting” |
the posting of the Circular |
|
|
“Prospectus Rules” |
the Prospectus Rules made in
accordance with EU Prospectus Directive 2003/71/EC |
|
|
“Purchase Agreement” |
the purchase agreement relating to
the US Placing and Tranche 2 entered into between the Company and
the US Purchasers |
|
|
“Regulation D” |
Regulation D under the Securities
Act |
|
|
“Regulation S” |
Regulation S under the Securities
Act |
|
|
“Regulatory Information
Service” |
has the meaning given in the AIM
Rules |
|
|
“Relationship Agreements” |
means the Vivo Relationship
Agreement, the OrbiMed Relationship Agreement, the Arix
Relationship Agreement and the Abingworth Relationship
Agreement |
|
|
“Resolutions” |
the resolutions to be proposed at
the General Meeting as set out in the Notice of General
Meeting |
|
|
“Restricted Jurisdiction” |
United States of America, Canada,
Australia, New Zealand, Japan, the Republic of South Africa or the
Republic of Ireland and any other jurisdiction where the extension
or availability of the Placing or distribution of the Circular
would breach any applicable law |
|
|
“Securities Act” |
the US Securities Act of 1933, as
amended |
|
|
“SEC” |
U.S. Securities and Exchange
Commission |
|
|
“Shareholders” |
the holders of Existing
Ordinary Shares |
|
|
“Sterling” or “£” |
pounds sterling, the basic unit of
currency in the UK |
|
|
“Substantial Shareholder” |
as defined in the AIM Rules,
being a Shareholder who has an interest, directly or indirectly, in
10 per cent. or more of the Issued Share Capital or 10 per cent. or
more of the voting rights |
|
|
“Tranche 1” |
the Placing |
|
|
“Tranche 2” |
an anticipated placing of Ordinary
Shares proposed to take place within 180 days of completion of
Admission (or by such other date as may reasonably be agreed
between the Company and Vivo), consisting of the US IPO and any
concurrent Exempt Placement |
|
|
“UK” or “United Kingdom” |
the United Kingdom of Great
Britain and Northern Ireland |
|
|
“UK Placing” |
the conditional placing of UK Units
by N+1 Singer (which, for the avoidance of doubt, does not include
the US Units to be subscribed for by the US Purchasers) on the
terms and subject to the conditions of the Placing Agreement |
|
|
“UK Units” |
Units to be issued under the
UK Placing |
|
|
“UKLA” |
the UK Listing Authority |
|
|
“Unit” |
a unit comprising one Placing Share
and one Warrant |
|
|
“US” or “United States” |
the United States of America, its
territories and possessions, any State of the United States and the
District of Columbia |
|
|
“US$” |
the United States dollar, the basic
unit of currency of the United States of America |
|
|
“US IPO” |
the proposed registration by the
Company under the Securities Act of the ADSs to be issued in
Tranche 2 and the listing of ADSs on NASDAQ as further detailed in
paragraph 6 in part I of the Circular |
|
|
“US Placing” |
the conditional placing of US Units
by MTS Securities, LLC (which, for the avoidance of doubt, does not
include the UK Units to be placed by N+1 Singer under the Placing
Agreement) on the terms and subject to the conditions of the
Purchase Agreement and the Placement Agent Agreement |
|
|
“US Purchasers” |
the US and certain other persons
acquiring Units pursuant to the Purchase Agreement, all being
“accredited investors” within the meaning of Rule 501(a) of
Regulation D |
|
|
“US Units” |
Units to be issued under the US
Placing |
|
|
“Vivo Capital” |
Vivo Capital Fund VIII L.P. |
|
|
“Vivo Relationship Agreement” |
the relationship agreement to be
entered into between the Company, Vivo Capital and N+1 Singer to
regulate the Company’s relationship with Vivo Capital |
|
|
“Warrantholders” |
the holder of
the Warrants, each being referred
to as a “Warrantholder” |
|
|
“Warrant Instrument” |
the warrant instrument to be entered
into in respect of the Warrants, a summary of which is in part III
“Additional Information” |
|
|
“Warrants” |
the 622,318,538 warrants to
subscribe for 0.4 of an Ordinary Share each, constituted by the
Warrant Instrument as more particularly described at paragraph 5 of
part I and paragraph 4.4 of part III of the Circular |
|
|
“Warrant Shares” |
up to 622,318,538 new Ordinary
Shares which are the subject of the exercise of the Warrants |
|
|
“WLSIF” |
The Wales Life Sciences Investment
Fund LP |
Glossary of Technical Terms
”bronchodilator” |
a substance that increases potential
airflow to the lungs by dilating (enlarging) the airway |
|
|
“COPD” |
chronic obstructive pulmonary
disease |
|
|
“MAD” |
multiple ascending dose, used in the
context of a study to investigate safety, tolerability and
pharmacokinetics of a drug |
|
|
“SAD” |
single ascending dose, used in the
context of a study to investigate the safety tolerability and
pharmacokinetics of a drug |
|
|
“supramaximal dose” |
being much higher or greater than
what is considered or usually maximal; being greater or higher than
the corresponding maximal |