TIDMVRP
RNS Number : 9700D
Verona Pharma PLC
02 May 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
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
Verona Pharma Announces Closing of Global Offering and Resulting
Total Voting Rights
May 2, 2017, LONDON - Verona Pharma plc (AIM: VRP) (NASDAQ:
VRNA) ("Verona Pharma"), a clinical-stage biopharmaceutical company
focused on developing and commercialising innovative therapeutics
for the treatment of respiratory diseases with significant unmet
medical needs, announces today the closing of its global offering
of an aggregate of 47,399,001 new ordinary shares, comprising
5,768,000 American Depositary Shares ("ADSs") at a price of $13.50
per ADS and 1,255,001 ordinary shares at a price of GBP1.32 per
ordinary share, for aggregate proceeds of approximately $80.0
million before deducting underwriting discounts and commissions and
estimated offering expenses (the "Global Offering"). Each ADS
offered represents eight ordinary shares of Verona Pharma. The
ordinary shares were allotted and issued in a concurrent private
placement in Europe and other countries outside of the United
States and Canada.
The ADSs began trading on the NASDAQ Global Market under the
ticker symbol "VRNA" on April 27, 2017. Verona Pharma's ordinary
shares are admitted to trading on the AIM market of the London
Stock Exchange ("AIM") under the symbol "VRP".
In addition, Verona Pharma has granted the underwriters a 30-day
option to purchase up to an additional 865,200 ADSs on the same
terms and conditions.
As previously disclosed, the Chairman of Verona Pharma's board
of directors, Dr. David Ebsworth, and an existing shareholder
subscribed for 254,099 new ordinary shares in a private placement
separate from the Global Offering (the "Shareholder Private
Placement") contingent on and concurrent with the Global
Offering.
Jefferies and Stifel acted as joint book-running managers for
the Global Offering. Wedbush PacGrow and SunTrust Robinson Humphrey
acted as co-managers.
Application has been made for the 47,399,001 new ordinary shares
in the Company to be issued in the Global Offering, together with
the 254,009 new ordinary shares to be issued in the Shareholder
Private Placement, to be admitted to trading on AIM and it is
expected that admission will become effective and dealings in the
new ordinary shares will commence at 8.00 a.m. (British Summer
Time) on May 3, 2017.
Following the closing of the Global Offering and completion of
the Shareholder Private Placement, the issued share capital of the
Company will be 99,014,164 ordinary shares and this figure may be
used by shareholders as a denominator for the calculations by which
they will determine if they are required to notify their interest
in, or change to their interest in, the Company, under the
Disclosure Guidance and Transparency Rules published by the
Financial Conduct Authority.
A registration statement relating to these securities was
declared effective by the Securities and Exchange Commission on
April 26, 2017. The Global Offering was made only by means of a
prospectus. Copies of the final prospectus relating to and
describing the terms of the Global Offering may be obtained from
the offices of Jefferies LLC, Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY
10022, or by telephone at (877) 547-6340, or by e-mail at
Prospectus_Department@Jefferies.com; or from Stifel, Nicolaus &
Company, Incorporated, Attention: Syndicate, One Montgomery Street,
Suite 3700, San Francisco, California 94104, or by telephone at
(415) 364-2720, or by e-mail at syndprospectus@stifel.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or
jurisdiction.
For readers in the European Economic Area
In any EEA Member State that has implemented the Prospectus
Directive (as defined below), this communication is only addressed
to and directed at qualified investors in that Member State within
the meaning of the Prospectus Directive. The term "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in each
relevant Member State), together with any relevant implementing
measure in the relevant Member State.
For readers in the United Kingdom
There will be no offer of ADSs or ordinary shares to the public
in the United Kingdom.
This communication, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 as
amended ("FSMA")) in connection with the securities which are the
subject of the offering described in this press release or
otherwise, is being directed only at (i) persons who are outside
the United Kingdom or (ii) persons who have professional experience
in matters relating to investments who fall within Article 19(5)
("Investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
certain high value persons and entities who fall within Article
49(2)(a) to (d) ("High net worth companies, unincorporated
associations etc.") of the Order; or (iv) any other person to whom
it may lawfully be communicated (all such persons in (i) to (iv)
together being referred to as "relevant persons"). The ADSs or
ordinary shares offered in the Global Offering are only available
to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such ADSs or ordinary shares will be engaged
in only with relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents. This communication does not contain an offer or
constitute any part of an offer to the public within the meaning of
ss. 85 and 102B of FSMA or otherwise.
For further information, please contact:
Verona Pharma plc Tel: +44 (0)20 3283 4200
Jan-Anders Karlsson, Chief Executive Officer info@veronapharma.com
N+1 Singer (Nominated Adviser and UK Broker) Tel: +44 (0)20 7496 3000
Aubrey Powell / James White
FTI Consulting (UK Media and Investor Tel: +44 (0)20 3727 1000
enquiries)
Simon Conway / Stephanie Cuthbert / veronapharma@fticonsulting.com
Natalie Garland-Collins
ICR, Inc. (US Media and Investor enquiries)
James Heins Tel: +1 203-682-8251
James.Heins@icrinc.com
Stephanie Carrington Tel. +1 646-277-1282
Stephanie.Carrington@icrinc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGMGGKNZRGNZM
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