Verona Pharma PLC Publication of Circular (4091U)
January 18 2017 - 2:00AM
UK Regulatory
TIDMVRP
RNS Number : 4091U
Verona Pharma PLC
18 January 2017
18 January 2017
FOR RNS RELEASE:
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
Proposed Consolidation of Share Capital
Shareholders' Circular and Notice of General Meeting
On 23 November 2016, Verona Pharma plc (AIM: VRP) ("Verona
Pharma" or the "Company") announced that it plans to conduct a
registered initial public offering in the United States. Further to
that announcement, the Company announces that it will today publish
and post to shareholders an explanatory circular (the "Circular")
and a form of proxy. The Circular contains a letter from the
Chairman which provides further information on the potential United
States registered public offering of ordinary shares in the capital
of the Company to be represented in the form of American depositary
shares and, as applicable, a potential concurrent private placement
of ordinary shares in the capital of the Company (together the
"Global Offering").
Prior to undertaking the Global Offering, and in order to
achieve an appropriate listing price for the American depositary
shares, the Company proposes to undertake a consolidation of every
50 ordinary shares of GBP0.001 each in issue at 6.00 p.m. on 10
February 2017 into one ordinary share of GBP0.05 each (the
"Consolidation"). As at 17 January 2017, the Company had
2,568,053,160 ordinary shares in issue, each with a nominal value
of GBP0.001.
The Circular incorporates a notice convening a General Meeting
to be held at Shakespeare Martineau LLP, Allianz House, 6(th)
Floor, 60 Gracechurch Street, London, EC3V 0HR at 12.00 p.m. (noon)
on 8 February 2017 in order for shareholders to vote upon the
resolutions considered necessary to facilitate the Global Offering.
Amongst the resolutions to be considered at the General Meeting are
resolutions to approve the Consolidation and the adoption of new
articles of association.
An electronic copy of the Circular will be available on the
Company's website at: http://www.veronapharma.com.
The exact timing of the Global Offering, the number of, and the
price range for, the American depository shares and, if applicable,
ordinary shares to be offered and sold in the Global Offering have
not yet been determined. The number of ordinary shares to be
represented by each American depository share is yet to be
determined. The Global Offering is subject to the United States
Securities and Exchange Commission satisfactorily completing its
review of the Company's registration statement related thereto, and
will be subject to market and other conditions. There is no
assurance that the Global Offering will be completed.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS DESCRIBED IN THE
CIRCULAR
2017
Posting of the Circular to 18 January
shareholders (by first class
post)
Latest time and date for receipt 12.00 p.m. (noon)
of completed forms of proxy on 6 February
General Meeting 12.00 p.m. (noon)
on 8 February
Latest time and date for dealings Close of business
in existing ordinary shares on 10 February
prior to the Consolidation
Admission of the consolidated 8.00 a.m. on 13
ordinary shares February
CREST accounts credited with 8.00 a.m. on 13
consolidated ordinary shares February
in uncertificated form
Dispatch of definitive certificates By no later than
for the consolidated ordinary 27 February
shares in certificated form
Important information
This announcement does not constitute a Form F-1 Registration
Statement and does not constitute or form, and will not form, part
of any offer or invitation to sell or issue, or the solicitation of
an offer to purchase or acquire, any of the ordinary shares or
American depositary shares or any other securities in the United
States or in any other jurisdiction. Securities may not be offered
or sold in the United States absent registration or an exemption
from registration under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"). Any public offering of
securities to be made in the United States will be made by means of
a Form F-1 Registration Statement. Such Form F-1 Registration
Statement will contain detailed information about the issuer and
its management and financial statements. This announcement is being
issued pursuant to and in accordance with Rule 135e under the U.S.
Securities Act.
Forward Looking Statements
This press release contains forward-looking statements. All
statements contained in this press release that do not relate to
matters of historical fact should be considered forward-looking
statements, including without limitation statements regarding our
plans to conduct a Global Offering and the timing of the Global
Offering.
These forward-looking statements are based on management's
current expectations. These statements are neither promises nor
guarantees, but involve known and unknown risks, uncertainties and
other important factors that may cause our actual results,
performance or achievements to be materially different from our
expectations expressed or implied by the forward-looking
statements, including, but not limited to, the following: we may
determine not to conduct a registered initial public offering in
the time frame that we currently expect or at all, due to a number
of potential important factors, including conditions in the U.S.
capital markets, negative global economic conditions, potential
negative developments in our clinical trials or research programs,
other negative developments in our business, or unfavorable
legislative or regulatory developments.
These and other important factors could cause actual results to
differ materially from those indicated by the forward-looking
statements made in this press release. Any such forward-looking
statements represent management's estimates as of the date of this
press release. While we may elect to update such forward-looking
statements at some point in the future, we disclaim any obligation
to do so, even if subsequent events cause our views to change.
These forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date of
this press release.
-Ends-
For further information please contact:
Verona Pharma plc Tel: +44 (0)20 3283
4200
Jan-Anders Karlsson, Chief
Executive Officer
N+1 Singer (Nominated Adviser Tel: +44 (0)20 7496
and UK Broker) 3000
Aubrey Powell / James White
FTI Consulting Tel: +44 (0)20 3727
1000
Simon Conway / Stephanie Cuthbert
/
Natalie Garland-Collins
This information is provided by RNS
The company news service from the London Stock Exchange
END
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