Verona Pharma plc Verona Pharma Announces Further Exercise Of Over-Allotment Option And Resulting Total Voting Rights

 
TIDMVRP TIDMVRP 
 
 
   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 
 
   May 25, 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 
that the underwriters of its global offering of new ordinary shares, 
comprising American Depositary Shares ("ADSs") and ordinary shares 
("Global Offering"), have given notice to Verona Pharma that they are 
further exercising their over-allotment option, increasing the number of 
ADSs purchased under the option to 733,738 out of the 865,200 ADSs 
available for purchase. The additional 41,353 ADSs will be purchased at 
the Global Offering price of $13.50 per ADS, raising approximately an 
additional $0.6 million in gross proceeds for the Company and bringing 
the total gross proceeds of the Global Offering to approximately $89.9 
million (equivalent to approximately GBP70.3 million at the exchange 
rate used in the Global Offering prospectus). Closing of the further 
exercise of the over-allotment option is expected to occur on Friday, 
May 26, 2017. After the closing of the further exercise of the 
over-allotment option, the total number of ADSs sold by Verona Pharma in 
the Global Offering will have increased to 6,501,738. The right to 
exercise the over-allotment option with respect to the remaining 131,462 
expires on May 26, 2017. 
 
   All of the ADSs in the Global Offering were sold by Verona Pharma and 
are trading on the NASDAQ Global Market under the ticker symbol "VRNA". 
Verona Pharma's ordinary shares are admitted to trading on the AIM 
market of the London Stock Exchange ("AIM") under the symbol "VRP". Each 
ADS represents eight ordinary shares of Verona Pharma. 
 
   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 330,824 new ordinary shares issued by 
Verona Pharma pursuant to the further exercise of the over-allotment 
option, represented by the 41,353 ADSs, 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 Tuesday, May 30, 2017. The 330,824 new ordinary shares issued by 
Verona Pharma pursuant to the further exercise of the over-allotment 
option will be credited as fully paid and rank pari passu in all 
respects with the existing ordinary shares. 
 
   Following the closing of the further exercise of the over-allotment 
option, the issued share capital of Verona Pharma will be 104,884,068 
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, 
Verona Pharma, 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 +1 (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 +1 (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 announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Verona Pharma plc via Globenewswire 
 
 
  http://www.veronapharma.com/
(END) Dow Jones Newswires
May 25, 2017 05:49 ET (09:49 GMT)
Verona Pharma (LSE:VRP)
Historical Stock Chart
From Jun 2024 to Jul 2024