Verona Pharma plc Verona Pharma Files Shelf Registration Statement With Sec

 
TIDMVRP 
 
 
   Shareholders' Circular and Notice of General Meeting 
 
   LONDON, May 23, 2018 (GLOBE NEWSWIRE) -- Verona Pharma plc (AIM:VRP) 
(Nasdaq:VRNA) ("Verona Pharma" or the "Company"), a clinical-stage 
biopharmaceutical company focused on developing and commercializing 
innovative therapies for the treatment of respiratory diseases with 
significant unmet medical needs, announces that it has filed a $200 
million shelf registration statement on Form F-3 (the "Shelf 
Registration Statement") with the Securities and Exchange Commission 
(the "SEC").  Once declared effective by the SEC, the Shelf Registration 
Statement will permit the Company to issue or sell, from time to time 
over the next three years, up to $200 million in aggregate value of its 
ordinary shares of GBP0.05 each ("Ordinary Shares"), American Depositary 
Shares, warrants or units (together the "Securities"). 
 
   The Company may use the Shelf Registration Statement on an as-needed 
basis to raise equity capital for general corporate purposes, which may 
include the funding of the Phase 3 clinical development and 
commercialization of the Company's product candidate, RPL554, for the 
treatment of chronic obstructive pulmonary disease, as well as the 
funding of additional development of RPL554 for the treatment cystic 
fibrosis and other indications. The Company has no immediate plans to 
issue or sell Securities pursuant to the Shelf Registration Statement, 
which is intended to provide financial flexibility to access additional 
capital in a competitive and expeditious manner when market conditions 
are appropriate. 
 
   The filing of a shelf registration statement is a common practice by 
Nasdaq-listed companies and may be effected following the first 
anniversary of a company listing on Nasdaq provided certain requirements 
are met, including timely regulatory reporting. Once declared effective 
by the SEC, the Shelf Registration Statement will be in effect for a 
period of three years, or such earlier time that the $200 million worth 
of Securities registered under the Shelf Registration Statement have 
been issued or sold. Any offers, solicitations of offers to buy, or 
sales of, the Securities will only be made once the Shelf Registration 
Statement and any prospectus supplement relating to it has been declared 
effective by the SEC. 
 
   The Company also announces that it will today publish and post to 
shareholders an explanatory circular (the "Circular") containing a 
notice of general meeting (the "General Meeting") at which resolutions 
will be proposed to seek authority in advance to allot shares or rights 
to subscribe for, or convert any security into shares, up to an 
aggregate nominal amount equivalent to 52,508,700 Ordinary Shares and 
permit the disapplication of statutory pre-emption rights in respect of 
the allotment of any such securities, such authorities to be valid for 
the three years following the General Meeting. 
 
   As stated above, the Company has no immediate plans to use such 
authority to raise equity capital but the Directors consider it to be in 
the best interests of the Company and its shareholders as a whole for 
the Company to have the flexibility to access additional capital when 
market conditions are appropriate in a competitive and expeditious 
manner and accordingly unanimously recommend that the shareholders vote 
in favour of the resolutions to be proposed at the General Meeting. 
 
   The Circular incorporates a notice convening the General Meeting to be 
held at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, 
London, EC2M 3XF, United Kingdom on June 26, 2018 at 4:00 p.m. An 
electronic copy of the Circular will be available on the Company's 
website at: http://www.veronapharma.com. 
 
   About Verona Pharma plc 
 
   Verona Pharma is a clinical-stage biopharmaceutical company focused on 
developing and commercializing innovative therapies 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 and clinical 
symptoms as compared to placebo, and has shown clinically meaningful and 
statistically significant improvements in lung function when 
administered in addition to frequently used short- and long-acting 
bronchodilators as compared to such bronchodilators administered as a 
single agent. Verona Pharma is developing RPL554 for the treatment of 
chronic obstructive pulmonary disease (COPD), cystic fibrosis (CF), and 
potentially asthma. 
 
   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, but not limited to, statements regarding the use of proceeds 
for any funds raised under the Shelf Registration Statement, the Shelf 
Registration Statement providing financial flexibility to access 
additional capital in a competitive and expeditious manner when market 
conditions are appropriate, and the period of effectiveness of the Shelf 
Registration Statement. 
 
   All statements contained in this press release that do not relate to 
matters of historical fact should be considered forward-looking 
statements. 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: our limited operating history; our need for 
additional funding to complete development and commercialization of 
RPL554, which may not be available and which may force us to delay, 
reduce or eliminate our development or commercialization efforts; the 
reliance of our business on the success of RPL554, our only product 
candidate under development; economic, political, regulatory and other 
risks involved with international operations; the lengthy and expensive 
process of clinical drug development, which has an uncertain outcome; 
serious adverse, undesirable or unacceptable side effects associated 
with RPL554, which could adversely affect our ability to develop or 
commercialize RPL554; potential delays in enrolling patients, which 
could adversely affect our research and development efforts; we may not 
be successful in developing RPL554 for multiple indications; our ability 
to obtain approval for and commercialize RPL554 in multiple major 
pharmaceutical markets; misconduct or other improper activities by our 
employees, consultants, principal investigators, and third-party service 
providers; the loss of any key personnel and our ability to recruit 
replacement personnel, material differences between our "top-line" data 
and final data; our reliance on third parties, including clinical 
investigators, manufacturers and suppliers, and the risks related to 
these parties' ability to successfully develop and commercialize RPL554; 
and lawsuits related to patents covering RPL554 and the potential for 
our patents to be found invalid or unenforceable. 
 
   These and other important factors under the caption "Risk Factors" in 
our Annual Report on Form 20-F filed with the Securities and Exchange 
Commission ("SEC") on February 27, 2018, and our other reports filed 
with the SEC, 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. 
 
   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF 
ARTICLE 7 OF REGULATION (EU) NO 596/2014 
 
   For further information, please contact: 
 
 
 
 
Verona Pharma plc                                  Tel: +44 (0)20 3283 4200 
Jan-Anders Karlsson, Chief Executive Officer       info@veronapharma.com 
 
Stifel Nicolaus Europe Limited (Nominated Adviser  Tel: +44 (0) 20 7710 7600 
 and UK Broker) 
Stewart Wallace / Jonathan Senior / Ben Maddison 
 
FTI Consulting (UK Media and Investor enquiries)   Tel: +44 (0)20 3727 1000 
Simon Conway / Natalie Garland-Collins             veronapharma@fticonsulting. 
                                                   com 
 
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 23, 2018 02:00 ET (06:00 GMT)
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