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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 £44.7 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.
Symbiomix Therapeutics LLC
Avitide Inc. |
Sientra,
Inc.
ChemoCentryx 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