Verona Pharma PLC Result of GM

 
TIDMVRP 
 
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR 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. 
 
                               Verona Pharma plc 
 
                      ("Verona Pharma" or the "Company") 
 
             Result of General Meeting; Appointment of Directors; 
              Total Voting Rights; Application for Block Listing 
 
22 July 2016, Cardiff - On 17 June 2016, Verona Pharma plc (AIM: VRP), the drug 
development company focused on first-in-class medicines to treat respiratory 
diseases, announced that it had successfully secured funding commitments to 
raise gross proceeds of GBP44.7 million (approximately US$63.3 million at the 
exchange rate at that time) through the issue of 1,555,796,345 Units in an 
oversubscribed Placing with new and existing investors, including a number of 
specialist US, UK and European healthcare funds. Each Unit comprises one 
Placing Share and one Warrant (with an entitlement to subscribe for 0.4 of an 
Ordinary Share). 
 
The Company is pleased to announce that all the Resolutions proposed at the 
General Meeting held today were duly passed. Accordingly, the Placing will 
complete upon admission of the New Ordinary Shares to trading on AIM. 
Application has been made to the London Stock Exchange for the 1,555,796,345 
Placing Shares to be admitted to trading on AIM. It is expected that Admission 
will become effective and dealings in the Placing Shares commence at 8.00 a.m. 
BST on 29 July 2016. 
 
The net proceeds of the Placing are expected to fund the Company's lead drug, 
RPL554, a dual phosphodiesterase PDE3/PDE4 inhibitor with both bronchodilator 
and anti-inflammatory properties, 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. 
 
David Ebsworth, Non-Executive Chairman of Verona Pharma, commented: "The Board 
would like to thank again both existing and new investors for their support. We 
also welcome the new Non-Executive Directors to the Board with effect from 
Admission and look forward to working closely with them. This funding allows 
Verona Pharma to enter an exciting new chapter that will enable the Company to 
progress RPL554 through significant value inflection points." 
 
Following Admission, the number of Ordinary Shares in issue and the number of 
voting rights following Admission of the Placing Shares will be 
2,565,719,826. 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. 
 
Appointment of Non-Executive Directors 
 
As announced on 17 June 2016, pursuant to the Relationship Agreements entered 
into in connection with certain investors' participation in the Placing, the 
Company has agreed, conditional on Admission, to appoint representatives 
designated by Vivo Capital, OrbiMed and Abingworth, to the Board of Directors. 
As such, Verona Pharma is pleased to announce the appointments of Mahendra 
Shah, Rishi Gupta and Andrew Sinclair as respective board representatives of 
the investors, each as Non-Executive Directors of the Company conditional on 
Admission. Ken Cunningham, an existing Non-Executive Director, will continue to 
serve as the appointed Board representative of Arix/Arthurian, which has also 
entered into a Relationship Agreement with the Company. 
 
Mahendra Shah - Mahendra G. Shah, Ph.D., is a highly successful pharmaceutical 
entrepreneur and executive who has been at Vivo Capital since March 2010. He is 
also the founder and executive chairman of Semnur Pharmaceuticals. Dr Shah 
currently serves as a senior advisor and member of the board to several 
academic institutions. He has worked in various scientific and management 
positions with Schering-Plough and Bristol Myers-Squibb. Dr Shah received his 
Ph.D. in industrial pharmacy from St. John's University and his Bachelor's and 
Master's Degree in Pharmacy from L.M. College of Pharmacy in Gujarat, India. 
 
Mahendra Gopaldas Shah (aged 71) holds or has held the following directorships 
and partnerships in the last five years: 
 
Current Directorships/LLP memberships:   Past Directorships/LLP memberships: 
 
 
Vivo Capital LLC                         Biotie Therapies Corp. 
 
Essentialis, Inc. 
 
Semnur Pharmaceuticals Inc. 
 
Crinetics Pharmaceuticals Inc. 
EPPIC 
Fortis 
St. John University 
 
Rishi Gupta - Rishi Gupta, J.D., is a private equity partner at OrbiMed. 
Previously, he was a healthcare investment banker at Raymond James & Associates 
and served as Manager of Corporate Development at Veritas Medicine. Mr. Gupta 
has published scientific articles on the mechanisms of HIV entry into host 
cells and legal articles on intellectual property laws in the developing world. 
He received his A.B. degree magna cum laude in Biochemical Sciences from 
Harvard College and holds a J.D. from the Yale Law School. 
 
Rishi Gupta (aged 39) holds or has held the following directorships and 
partnerships in the last five years: 
 
Current Directorships/LLP memberships:   Past Directorships/LLP memberships: 
 
Dimension Therapeutics Inc.              Sientra, Inc. 
Symbiomix Therapeutics LLC               ChemoCentryx Inc. 
Avitide Inc.                             Gelesis, Inc. 
 
Andrew Sinclair - Andrew Sinclair, Ph.D., is a partner and portfolio manager at 
Abingworth. Dr Sinclair joined Abingworth in 2008 from HSBC Global Markets, 
where he was senior equity analyst, director, responsible for investment 
research in the mid-cap pharmaceutical sector. Previously, Andrew held 
biotechnology analyst positions at Credit Suisse and SG Cowen. He completed a 
Ph.D. in Chemistry and Genetic Engineering at the BBSRC Institute of Plant 
Science, Norwich, and holds a BSc in Microbiology from King's College London. 
Andrew is a member of the Institute of Chartered Accountants of England and 
Wales. 
 
Andrew Sinclair (aged 44) does not currently hold nor has held any 
directorships and partnerships in the last five years. 
 
Save for the above, there is no further information required to be disclosed 
under paragraph (g) of Schedule 2 of the AIM Rules with respect to the 
appointments. 
 
Block listing 
 
An application has been made to the London Stock Exchange for a block admission 
of up to 622,318,538 Ordinary Shares of 0.1 pence each (the "Warrant Shares") 
to be admitted to AIM in connection with the Company's warrants issued 
conditional upon and in connection with the Placing. These Warrant Shares will 
be issued from time to time pursuant to the terms of the Warrant Instrument 
received by each Placee. 
 
When issued, the Warrant Shares will rank pari passu in all respects with the 
existing Ordinary Shares of the Company. 
 
This announcement contains inside information. 
 
Defined terms used in this announcement shall have the same meaning as those 
terms defined and used in the Circular dated 17 June 2016. 
 
For further information please contact: 
 
Verona Pharma plc                       Tel: +44 (0)20 3283 4200 
 
 Jan-Anders Karlsson, Chief Executive 
Officer 
 
 N+1 Singer                             Tel: +44 (0)20 7496 3000 
 
 Aubrey Powell / Jen Boorer 
 
 FTI Consulting                         Tel: +44 (0)20 3727 1000 
 
 Simon Conway / Stephanie Cuthbert 
 
Notes to Editors 
 
About Verona Pharma plc 
 
Verona Pharma plc is a UK-based clinical stage biopharmaceutical company 
focused on the development of innovative prescription medicines to treat 
respiratory diseases with significant unmet medical needs, such as chronic 
obstructive pulmonary disease (COPD), asthma and cystic fibrosis. 
 
Verona Pharma's lead drug, RPL554, is a first-in-class drug currently in phase 
II trials 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. The drug is a dual phosphodiesterase (PDE) 3/4 inhibitor 
and therefore has both bronchodilator and anti-inflammatory effects, which are 
essential to the improvement of patients with COPD and asthma. 
 
Verona Pharma is also building a broader portfolio of RPL554-containing 
products to maximise its benefit to patients and its value. This includes the 
very significant markets for COPD and asthma maintenance therapy. The Company 
is also exploring the potential of the drug in different diseases, such as 
cystic fibrosis, where it is in pre-clinical testing and has recently received 
a Venture and Innovation Award from the Cystic Fibrosis Trust. 
 
About Chronic Obstructive Pulmonary Disease (COPD) 
 
Sixty-five million people worldwide suffer from moderate to severe COPD and the 
World Health Organisation (WHO) expects COPD to be the 3rd leading cause of 
death globally by 2020. It is the only major chronic disease with increasing 
mortality. 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 A&E visits, 726,000 hospitalisations and 120,000 deaths per annum. 
 
Bronchodilator therapy is considered to be the standard of care, and agents can 
be administered via handheld devices such as metered dose inhaler (MDI), dry 
powder inhaler (DPI) and by nebulisers. The nebulised bronchodilator market was 
worth about $1 billion in 2014 in the US1. RPL554 is being developed by Verona 
Pharma as an add-on therapy to the "Standard of Care" with the objectives of

providing rapid and pronounced improvement in lung function, reduced symptoms 
and both shortened duration of hospital stays and reduced re-admission rates 30 
days after discharge from hospital. Studies to date on RPL554 have demonstrated 
that it has a strongly differentiated 3-way mode of action, being: (1) 
bronchodilation (the relaxation of smooth muscle in the airway); (2) 
anti-inflammatory effects on cells and (3) ion channel activation in epithelial 
cells, with increased mucociliary clearance of the airway. 
 
1 IMS Consulting Group market research 2014 
 
 
 
END

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