Verona Pharma Announces Closing of Global Offering
May 02 2017 - 1:53PM
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 £1.32 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.
Jefferies and Stifel acted as joint book-running
managers for the Global Offering. Wedbush PacGrow and SunTrust
Robinson Humphrey acted as co-managers.
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 enquiries) |
Tel:
+44 (0)20 3727 1000 |
Simon
Conway / Stephanie Cuthbert / Natalie Garland-Collins |
veronapharma@fticonsulting.com |
|
|
ICR,
Inc. (US Media and Investor enquiries) |
|
James
Heins |
Tel:
+1 203-682-8251James.Heins@icrinc.com |
Stephanie Carrington |
Tel.
+1 646-277-1282Stephanie.Carrington@icrinc.com |
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