TIDMVRP
RNS Number : 3641W
Verona Pharma PLC
08 February 2017
Verona Pharma plc
("Verona Pharma" or the "Company")
Result of General Meeting
Consolidation of Share Capital
8 February 2017, London - Verona Pharma plc (AIM: VRP), a
clinical-stage biopharmaceutical company focused on developing and
commercialising innovative therapeutics for the treatment of
respiratory diseases with significant unmet medical needs,
announces that all resolutions proposed at the General Meeting held
earlier today were duly passed. Details of the proxy votes received
in relation to each of the resolutions proposed at the General
Meeting are set out at the end of this release.
Accordingly, the share capital of the Company will be
consolidated. Every 50 existing Ordinary Shares, each with a
nominal value of GBP0.001, in issue at 6.00 p.m. on the Record Date
of 10 February 2017 will be consolidated into one ordinary share
with a nominal value of GBP0.05 (each a Consolidated Ordinary
Share).
The Company currently has 2,568,053,160 Ordinary Shares in
issue. To effect the Consolidation, the Company will allot and
issue a small number of additional Ordinary Shares so that the
Company's issued share capital is exactly divisible by 50. Assuming
no additional Ordinary Shares are issued between the General
Meeting and the Record Date, 40 additional Ordinary Shares will be
allotted and issued to the Company Secretary, resulting in
2,568,053,200 Ordinary Shares being in issue on the Record
Date.
Application to trading on AIM
Application has been made to the London Stock Exchange for the
Consolidated Ordinary Shares to be admitted to trading on the AIM
market of the London Stock Exchange, with Admission expected to be
effective and trading in the Consolidated Ordinary Shares to
commence at 8.00 a.m. on 13 February 2017.
Following Admission of the Consolidated Ordinary Shares, the
Company's new ISIN will be GB00BYW2KH80 and its new SEDOL number
will be BYW2KH8. Save as amended by adoption of the New Articles
(as described in the Circular), the Consolidated Ordinary Shares
will have the same rights and be subject to the same restrictions
as the Ordinary Shares in issue prior to the Consolidation.
Shareholders who hold their Ordinary Shares in uncertificated
form will have such shares disabled in their CREST accounts on the
Record Date, and their CREST accounts will be credited with the
Consolidated Ordinary Shares following Admission, which is expected
to take place at 8.00 a.m. on 13 February 2017.
Following the Consolidation, existing share certificates will
cease to be valid and new share certificates are expected to be
dispatched to those Shareholders who hold their existing Ordinary
Shares in certificated form, by no later than 27 February 2017.
Immediately following Admission, it is expected that the Company
will have 51,361,064 Ordinary Shares in issue (assuming 40 Ordinary
Shares are allotted before the Consolidation for the purpose of
facilitating the Consolidation and no other Ordinary Shares are
issued prior to the Record Date). A further announcement will be
made by the Company as appropriate following Admission to confirm
the issued share capital and total voting rights.
Proxy votes received at the General Meeting
The proxy votes received in relation to each of the resolutions
proposed at the General Meeting are as follows:
For (including Against Withheld* Total % of votes
discretionary) votes cast in
favour
--------------------------- ------------------- ----------- --------------- ----------------- --------------
Resolution
1 (ordinary)
- share consolidation 1,705,181,062 24,865 0 1,705,205,927 99.99%
--------------------------- ------------------- ----------- --------------- ----------------- --------------
Resolution
2 (ordinary)
- allotment
of shares 1,705,199,602 6,325 0 1,705,205,927 99.99%
--------------------------- ------------------- ----------- --------------- ----------------- --------------
Resolution
3 (special)
- disapplication
of pre-emption
rights 1,705,199,602 6,325 0 1,705,205,927 99.99%
--------------------------- ------------------- ----------- --------------- ----------------- --------------
Resolution
4 (special)
- adoption
of new articles 1,540,890,917 6,325 164,308,685 1,705,205,927 99.99%
--------------------------- ------------------- ----------- --------------- ----------------- --------------
* A vote withheld is not a vote in law and is not counted in the
votes for and against a resolution
The total number of proxy votes received represent 66.40% of the
Company's issued share capital.
Defined terms in this release have the same meaning as in the
circular sent to shareholders on 18 January 2017 (the
"Circular").
-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
Stephanie Cuthbert / Natalie
Garland-Collins
Notes to Editors
About Verona Pharma plc
Verona Pharma is a clinical-stage biopharmaceutical company
focused on developing and commercialising innovative therapeutics
for the treatment of respiratory diseases with significant unmet
medical needs.
Verona Pharma's product candidate, RPL554, is a first-in-class,
inhaled, dual inhibitor of the enzymes phosphodiesterase 3 and 4
that acts as both a bronchodilator and an anti--inflammatory agent
in a single compound. In clinical trials, treatment with RPL554 has
been observed to result in statistically significant improvements
in lung function as compared to placebo and has shown clinically
meaningful and statistically significant improvements in lung
function when added to two commonly used bronchodilators as
compared to either bronchodilator administered as a single agent.
Verona Pharma is developing RPL554 for the treatment of chronic
obstructive pulmonary disease (COPD), cystic fibrosis, and
potentially asthma.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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