TIDMVRP 
 
   Nebulized ensifentrine as add-on to dual bronchodilator therapy for COPD 
demonstrated additional increase in lung function on top of maximum 
current therapy in three-day Phase 2 clinical trial 
 
   Single dose of ensifentrine dry powder inhaler formulation showed 
statistically significant, dose-dependent and clinically meaningful 
increases in lung function in first part of two-part Phase 2 clinical 
trial 
 
   LONDON, May 07, 2019 (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 respiratory diseases, announces today an 
operational update and financial results for the three months ended 
March 31, 2019. 
 
   The Company's product candidate, ensifentrine (RPL554), has the 
potential to be the first novel class of bronchodilator in over 40 years, 
and the first therapy for the treatment of respiratory diseases that 
combines bronchodilator and anti-inflammatory activities in one 
compound. Verona Pharma is conducting its final Phase 2 clinical study 
with nebulized ensifentrine for the treatment of chronic obstructive 
pulmonary disease ("COPD") before the end of Phase 2 meeting with the 
U.S. Food and Drug Administration (FDA). The Company is planning its 
Phase 3 clinical program in this indication, which it expects to 
commence in 2020 following the completion of the end of Phase 2 meeting. 
Verona Pharma is also developing ensifentrine for other respiratory 
diseases including cystic fibrosis ("CF") and asthma. 
 
   OPERATIONAL AND DEVELOPMENT HIGHLIGHTS 
 
   Positive clinical progress with ensifentrine demonstrating additional 
bronchodilation and positive safety data in Phase 2 trials in COPD. 
 
 
   -- Reported top-line data from three-day Phase 2 trial which enrolled 79 
      patients to investigate the efficacy and safety of two different doses 
      (1.5 mg and 6.0 mg, twice daily) of nebulized ensifentrine on top of an 
      inhaled LAMA/LABA therapy, tiotropium/olodaterol (Stiolto(R) Respimat(R)) 
      for COPD maintenance treatment. 
 
          -- Ensifentrine demonstrated additional bronchodilation in patients 
             already receiving maximum standard-of-care dual bronchodilation 
             therapy with an inhaled LAMA/LABA therapy. 
 
          -- Although the primary endpoint of statistically significant 
             improvement in peak forced expiratory volume in one second 
             ("FEV1") following the morning dose when added on top of LAMA/LABA 
             compared to placebo was not met, the average FEV1 of 50 ml during 
             the first 4 hours of dosing with 1.5 mg was statistically 
             significant (p=0.039). 
 
          -- Statistically significant improvements in evening peak FEV1 on the 
             third day of dosing, and significant reductions in lung volume 
             after the evening dose of ensifentrine were observed with both the 
             1.5 mg (P<0.001) and 6 mg (P=0.002) dose groups, compared to 
             placebo, when administered on top of LAMA/LABA. 
 
          -- This improvement in FEV1 with the 1.5 mg (P<0.05) dose was 
             maintained throughout the 24-hour period as measured on day 3. 
 
          -- Ensifentrine was observed to be well tolerated in this study. 
 
   -- Reported positive interim bronchodilation and safety data from part one 
      of a two-part Phase 2 clinical trial of a dry powder inhaler ("DPI") 
      formulation of ensifentrine in 37 patients with moderate-to-severe COPD 
      that received a single dose of one (out of five) dosage strengths of 
      ensifentrine (150 ug, 500 ug, 1500 ug, 3000 ug, or 6000 ug) or placebo. 
 
          -- Interim data showed a statistically significant and clinically 
             meaningful increase in lung function as measured by FEV1, compared 
             to placebo. 
 
          -- Peak FEV1 increased from baseline in a dose-dependent manner 
             (ranging from 68 mL to 333 mL, p<0.05 for doses 1500 ug and 
             above). 
 
          -- Average FEV1 0-12 hours also showed a dose response and 
             demonstrated durability of effect over the dosing interval 
             (average FEV1 0-12h: ranging from 54 mL to 254 mL, p<0.05 for 
             doses 1500 ug and above) supporting twice-daily dosing. 
 
          -- Ensifentrine DPI formulation was observed to be well tolerated at 
             each dose with an adverse event profile similar to placebo. 
 
          -- The data supported initiation of the second part of the Phase 2 
             trial to evaluate the ensifentrine DPI formulation in patients 
             with moderate-to-severe COPD over one week of twice-daily 
             treatment. Top-line data from this study is now expected in the 
             third quarter of 2019, sooner than previously indicated. 
 
   -- Strengthened the management team through the additions of Kathleen 
      Rickard, MD, as Chief Medical Officer, and Tara Rheault, PhD, MPH, as 
      Vice President of Research and Development Operations and Global Project 
      Management. 
 
 
   Post-period end, the Company: 
 
 
   -- Initiated a Phase 2b dose ranging study evaluating nebulized ensifentrine 
      as an add-on to treatment with a long acting bronchodilator in patients 
      with moderate-to-severe COPD. The Company anticipates completing patient 
      dosing by the end of 2019. 
 
          -- The four-week, randomized, double-blind, placebo-controlled 
             dose-ranging trial is designed to evaluate the safety and efficacy 
             of nebulized ensifentrine as an add-on to inhaled tiotropium, a 
             LAMA commonly used to treat COPD, and to establish the dosing 
             regimen for a potential Phase 3 program in COPD. 
 
          -- The study will enroll approximately 400 patients with COPD at a 
             number of sites in the US. 
 
          -- The primary endpoint of this study is improvement in lung function 
             with ensifentrine, as measured by FEV1 from 0 to 3 hours, a 
             standard measure of exhaled breath volume. Key additional 
             endpoints include measurements of respiratory symptoms and quality 
             of life via different patient reported outcome tools. 
 
   -- Deepened the expertise on the Board through the appointment of Dr Martin 
      Edwards as an independent Non-executive Director. 
 
   -- Granted a key EU patent that provides intellectual property protection 
      throughout Europe out to 2035 for a suspension formulation of 
      ensifentrine suitable for nebulized administration. A corresponding 
      patent has already issued in the US. 
 
   -- Plans to host an "Investor and Analyst R&D Forum" on May 8, 2019 in 
      London, to provide insights into the unmet medical need and challenges of 
      treating COPD, as well as an update of the most recent clinical data on 
      ensifentrine. The forum will feature a panel of Key Opinion Leaders in 
      the field of COPD to provide the clinicians' perspective, as well as a 
      COPD patient to provide a patient's perspective and a webcast will be 
      available for a period of 30 days following the event 
      at:http://investors.veronapharma.com. 
 
 
   FINANCIAL HIGHLIGHTS 
 
 
   -- Net cash, cash equivalents and short term investments at March 31, 2019 
      amounted to GBP54.0 million (December 31, 2018: GBP64.7 million). 
 
   -- For the three months ended March 31, 2019, reported operating loss of 
      GBP7.8 million (three months ended March 31, 2018: GBP5.9 million) and 
      reported loss after tax of GBP5.4 million (three months ended March 31, 
      2018: GBP15.3 million). Operating expenses increased due to an expansion 
      of research and development activity. The decrease in net loss for the 
      three months ended March 31, 2019 included within finance income an 
      amount of GBP1.6 million relating to a reduction in the fair value of the 
      liability representing the outstanding warrants to purchase Verona Pharma 
      shares. This compared to the three months ended March 31, 2018 when the 
      fair value of the warrants increased by GBP9.0 million, which was 
      recorded within finance expense. These movements in the fair value of the 
      warrant liability were non-cash items. 
 
   -- Reported loss per share of 5.1 pence for the three months ended March 31, 
      2019 (three months ended March 31, 2018: 14.5 pence). 
 
   -- Net cash used in operating activities for the three months ended March 
      31, 2019 was GBP9.9 million (three months ended March 31, 2018: GBP6.2 
      million) reflecting increased clinical activities and the timing of 
      supplier payments. 
 
 
   "The Phase 2b clinical trial with nebulized ensifentrine for COPD has 
begun as planned and we anticipate completing patient dosing in this 
study by the end of 2019.  We then plan to advance into our Phase 3 
clinical trial program, which we expect to commence in 2020 following 
the completion of the end of Phase 2 meeting with the FDA," commented 
Jan-Anders Karlsson, PhD, CEO of Verona Pharma. 
 
   "We reported positive interim data from our first inhaler study which 
opens an opportunity to provide an ensifentrine inhaler to the millions 
of COPD patients who prefer to use a handheld inhaler device. We believe 
this is a very attractive commercial opportunity." 
 
   Conference Call and Webcast Information 
 
   Verona Pharma will host an investment community conference call at 8:00 
a.m. Eastern Daylight Time (1:00 pm British Summer Time) on Tuesday, May 
7, 2019. Analysts and investors may participate in the conference call 
by utilizing the conference ID: 13689539 and dialing the following 
numbers: 
 
 
   -- 877-423-9813 or 201-689-8573 for callers in the United States 
 
   -- 0800 756 3429 for callers in the United Kingdom 
 
   -- 0800 182 0040 for callers in Germany 
 
 
   Those interested in listening to the conference call live via the 
internet may do so by visiting the "Investors" page of Verona Pharma's 
website at www.veronapharma.com and clicking on the webcast link.  A 
webcast replay of the conference call [audio] will be available for 30 
days by visiting the "Investors" page of Verona Pharma's website at 
www.veronapharma.com and clicking on the "Events and presentations" 
link. 
 
   An electronic copy of the interim results will be made available today 
on the Company's website (www.veronapharma.com). This press release does 
not constitute an offer to sell or the solicitation of an offer to buy 
any of the Company's securities, and shall not constitute an offer, 
solicitation or sale in any jurisdiction in which such offer, 
solicitation or sale would be unlawful prior to registration or 
qualification under the securities laws of that jurisdiction. 
 
   This press release contains inside information for the purposes of 
Article 7 Regulation (EU) No. 596/2014. 
 
   About COPD 
 
   COPD is a progressive and life-threatening respiratory disease without a 
cure. The World Health Organization estimates that it will become the 
third leading cause of death worldwide by 2030. The condition damages 
the airways and the lungs, leading to debilitating breathlessness that 
has a devastating impact on performing basic daily activities such as 
getting out of bed, showering, eating and walking. In the United States 
alone, the 2010 total annual medical costs related to COPD were 
estimated to be $32 billion and are projected to rise to $49 billion in 
2020. About 800,000 US COPD patients on dual/triple inhaled therapy 
(LAMA/LABA +/- ICS) remain uncontrolled, experiencing symptoms that 
impair quality of life. These patients urgently need better treatments. 
 
   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, ensifentrine (RPL554), is a first-in-class, 
inhaled, dual inhibitor of the enzymes phosphodiesterase 3 and 4 that 
has been shown to act as both a bronchodilator and an anti-inflammatory 
agent in a single compound. Ensifentrine is currently in Phase 2b 
clinical development for the maintenance treatment of COPD and is 
planned to enter Phase 3 trials for this indication in 2020. Verona 
Pharma is also developing ensifentrine for the treatment of cystic 
fibrosis and asthma. 
 
   Forward Looking Statements 
 
   This press release, operational review, outlook and financial review 
contain forward-looking statements. All statements contained in this 
press release, operational review, outlook and financial review that do 
not relate to matters of historical fact should be considered 
forward-looking statements, including, but not limited to, statements 
regarding ensifentrine as a first-in-class product candidate, the timing 
of clinical trials of ensifentrine and trial results, the Company's 
"Investor and Analyst R&D Forum," the market opportunity for an 
ensifentrine inhaler, ensifentrine as the first novel class of 
bronchodilator in over 40 years and the first therapy for the treatment 
of respiratory diseases that combines bronchodilator and 
anti-inflammatory activities in one compound, the treatment potential of 
ensifentrine, improvements in air trapping on top of dual bronchodilator 
treatment translating into further symptom improvement in patients 
already on maximum standard-of-care therapy, the market potential for 
ensifentrine in a handheld inhaler formulation, the value of 
ensifentrine for COPD patients who remain symptomatic and uncontrolled 
despite treatment with currently available medicine, the number of COPD 
patients who use inhalers for maintenance therapy, the expansion of the 
market for ensifentrine in a DPI or pMDI formulation and the size of 
such market, our goal to become a leading biopharmaceutical company, our 
review of, and the data from, our next dose ranging Phase 2b study to 
facilitating and de-risking dose selection for our Phase 3 program and 
further enhancing ensifentrine's commercial positioning, the treatment 
potential for ensifentrine in other respiratory disease, strategic 
collaborations and their value, and in-licensing additional product 
candidates. 
 
   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 ensifentrine, 
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 ensifentrine, 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 ensifentrine, which could adversely affect our ability to develop 
or commercialize ensifentrine; potential delays in enrolling patients, 
which could adversely affect our research and development efforts; we 
may not be successful in developing ensifentrine for multiple 
indications; our ability to obtain approval for and commercialize 
ensifentrine 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 ensifentrine; and lawsuits 
related to patents covering ensifentrine 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 March 19, 2019, 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, 
operational review, outlook and financial review. Any such 
forward-looking statements represent management's estimates as of the 
date of this press release and operational and financial review. 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, operational review, 
outlook and financial review. 
 
   For further information please contact: 
 
 
 
 
Verona Pharma plc                                  Tel: +44 (0)20 3283 4200 
Jan-Anders Karlsson, Chief Executive Officer       info@veronapharma.com 
Victoria Stewart, Director of Communications 
 
N+1 Singer                                         Tel: +44 (0)20 3283 4200 
(Nominated Adviser and UK Broker) 
Aubrey Powell / Jen Boorer / Iqra Amin (Corporate 
 Finance) 
Mia Gardner (Corporate Broking) 
 
Optimum Strategic Communications                   Tel: +44 (0)20 3922 0891 
(European Media and Investor Enquiries)            verona@optimumcomms.com 
Mary Clark / Anne Marieke Ezendam / Hollie Vile 
 
Westwicke, an ICR Company 
(US Media and Investor enquiries) 
Darcie Robinson                                    Tel: +1 203-919-7905 
                                                   Darcie.Robinson@icrinc.com 
Stephanie Carrington                               Tel: +1 646 277 1282 
                                                   Stephanie.Carrington@icrinc 
                                                   .com 
 
 
   OPERATIONAL REVIEW 
 
   Company overview 
 
   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, ensifentrine, is an investigational 
potential first-in-class, inhaled, dual inhibitor of the enzymes 
phosphodiesterase 3 and 4 that has been demonstrated to have both 
bronchodilator and anti-inflammatory effects in a single compound. We 
believe ensifentrine has the potential to be the first novel class of 
bronchodilator in over 40 years, and the first therapy for the treatment 
of respiratory diseases that combines bronchodilator and 
anti-inflammatory activities in one compound. Verona Pharma is 
developing ensifentrine for the treatment of COPD, CF, and asthma and 
potentially other respiratory diseases. 
 
   In clinical trials, the nebulized formulation of ensifentrine has been 
observed to result in bronchodilator effects when used alone or as an 
add-on treatment to other COPD bronchodilators. It has shown clinically 
meaningful and statistically significant improvements in lung function 
when administered in addition to frequently used short- and long-acting 
bronchodilators, such as tiotropium (Spiriva(R) ), compared with such 
bronchodilators administered as a single agent. Ensifentrine improved 
FEV(1)  over four weeks in patients with moderate-to-severe COPD when 
compared to placebo and improved COPD symptoms and quality of life in a 
Phase 2b multicenter European study performed in 403 patients. In 
addition, ensifentrine has shown anti-inflammatory effects in a standard 
challenge model producing COPD-like inflammation in human subjects. In a 
recent three day clinical pharmacology study, ensifentrine was observed 
to significantly increase bronchodilation, compared to placebo, even in 
patients already on background treatment of LAMA/LABA dual 
bronchodilator therapy, with or without inhaled steroids. The 
improvement in lung function following a 1.5 mg dose of ensifentrine was 
statistically significant over a number of time points, including over 
the first 4 hours after the morning dose, over 24 hours and after the 
evening dose, despite the primary endpoint of improvement at morning 
peak not having been met. Importantly, ensifentrine produced clinically 
relevant and statistically significant improvements in air trapping 
(residual volume) on top of dual bronchodilator treatment, which we 
believe may translate into further symptom improvement in these patients 
already on maximum standard-of-care therapy.  Ensifentrine has been 
observed to be well tolerated in these studies, having been administered 
to more than 800 subjects in 13 clinical trials. 
 
   Verona Pharma is also developing formulations of ensifentrine suitable 
for handheld inhaler devices, in both dry powder inhaler ("DPI") and 
pressurized metered-dose inhaler ("pMDI") formats. We recently announced 
data from Part 1 of our DPI study (administering a single ascending dose 
of ensifentrine in moderate-to-severe COPD patients), showing clear dose 
dependent and statistically significant improvements in bronchodilation 
compared to placebo, while observed to be well tolerated. We now expect 
to announce further data from Part 2 of this study sooner than 
previously indicated, in the third quarter of 2019. In the current 
quarter we also expect to commence a pMDI study in moderate-to-severe 
COPD patients, with single dose data from Part 1 of this study expected 
in the second half of 2019 and final data expected in the first quarter 
of 2020. We believe the availability of a handheld inhaler will greatly 
expand the market potential for ensifentrine to the millions of COPD 
patients who prefer to use handheld devices. 
 
   Despite treatment with currently approved therapies, many patients with 
COPD experience daily symptoms impairing their quality of life. Airway 
obstruction and air trapping due to narrow air passages are major causes 
of debilitating breathlessness (dyspnoea), reducing physical ability and 
causing anxiety and depression. Of the patients treated with dual 
bronchodilator (LAMA/LABA) and triple therapy (LAMA/LABA/ICS), research 
suggests that up to 40% (approximately 800,000 patients in the US alone) 
are uncontrolled, remaining symptomatic and at an increased risk of 
exacerbations. 
 
   We believe ensifentrine has demonstrated improvement in lung function, 
as measured by FEV(1) , and symptoms (which commonly are a precursor to 
exacerbations) in clinical trials, and may therefore be an attractive 
additional treatment for these uncontrolled patients. Furthermore, in 
COPD patients, novel anti-inflammatory therapies are required as current 
treatments such as ICS and PDE4 inhibitors are either effective only in 
specific subsets of exacerbating COPD patients or are associated with 
distressing side effects which can reduce treatment compliance. We have 
already observed that ensifentrine improves lung function, as measured 
by FEV(1) and/or Residual Volume, when used either as a stand-alone 
treatment or as an addition to single or dual bronchodilators and we 
believe it is well placed to potentially meet the need for an effective 
and well tolerated additional treatment for those COPD patients who 
remain symptomatic and uncontrolled despite using currently available 
COPD medications. 
 
   Operational performance in the first quarter 
 
   On January 14, 2019, we announced top-line data from an exploratory 
Phase 2a double blind, placebo-controlled, three way cross-over trial in 
79 subjects with COPD, which included two different doses of 
ensifentrine, 1.5 mg and 6 mg, or placebo, dosed twice-daily for three 
days, in addition to a dual bronchodilator therapy comprising tiotropium 
and olodaterol, a commonly used LAMA/LABA, dosed once daily. This 
clinical trial evaluated the efficacy and safety of ensifentrine dosed 
on top of LAMA/LABA and LAMA/LABA/ICS, a high hurdle as patients already 
on maximum bronchodilator treatment have very few treatment 
alternatives. It was conducted in the United States and United Kingdom. 
We reported top-line data from this trial earlier than expected, in 
January 2019. The data from this Phase 2a trial demonstrated significant 
improvements in lung function with the 1.5 mg dose over periods of 0-4 
hours, 0-12 hours and 0-24 hours following the morning dose, and on peak 
effect following the evening dose, when ensifentrine was added to 
tiotropium and olodaterol in patients with moderate-to-severe COPD, 
despite not meeting the primary endpoint of an improvement in the 
morning peak lung function. 
 
 
   -- Improvement in average FEV1 (additional bronchodilation) following 
      morning dose on the third day with 1.5 mg of ensifentrine was 
      statistically significant when added on top of Stiolto(R) (tiotropium 
      plus olodaterol or LAMA/LABA) compared to placebo over 0 - 4 hours 
      (p=0.039), and 0 - 24 hours (p=0.02); 
 
   -- Ensifentrine, compared to placebo, produced a statistically significant 
      improvement in evening peak FEV1 on the third day of dosing (additional 
      bronchodilation) when administered on top of the standard bronchodilator 
      tiotropium plus olodaterol (Stiolto(R)) (1.5 mg, p<0.001; 6 mg p=0.002); 
      and 
 
   -- Ensifentrine, compared to placebo, produced a statistically significant 
      improvement in residual volume on the third day of dosing when 
      administered on top of the standard bronchodilator tiotropium plus 
      olodaterol (Stiolto(R)) following the morning dose (1.5 mg, p=0.037, 6 mg 
      N/S) and the evening dose (1.5 mg, p<0.002; 6 mg p<0.036). 
 
 
   In addition to our nebulized formulation of ensifentrine, we are also 
developing ensifentrine in both DPI and pMDI formulations for the 
maintenance treatment of COPD patients who prefer to use a handheld 
inhaler device. We estimate that, in the US, approximately 90% of the 
3.7 million mild/moderate COPD patients and 80% of the 2.7 million 
severe/very severe COPD patients use inhalers for maintenance therapy. 
We believe that the successful development of a DPI or pMDI formulation 
of ensifentrine for moderate disease would greatly expand the 
addressable market for the drug and represents a multi-billion dollar 
potential opportunity. 
 
   On March 4, 2019 we announced interim data from Part 1 of our DPI study 
(administering a single ascending dose of ensifentrine in 
moderate-to-severe COPD patients) showing a clear dose response with 
statistically significant improvements in bronchodilation compared to 
placebo at the higher doses studies. We now expect to announce further 
data from Part 2 of this study sooner than previously indicated, in the 
third quarter of 2019. The study is designed in two parts: in Part 1, 37 
patients were randomized and given a single dose of ensifentrine, in 
doses ranging from 150 - 6,000 ug. 
 
 
   -- Peak FEV1 increased from baseline in a dose-dependent manner (ranging 
      from 68 mL to 333 mL, p<0.05 for doses 1500 ug and above); 
 
   -- Average FEV1 0-4 hours and 0-12 hours also showed a dose response and 
      demonstrated durability of effect over the dosing interval (average 
      FEV10-4h: ranging from 68 mL to 296 mL, p<0.05 for doses 500 ug and 
      above; average FEV1 0-12h: ranging from 54 mL to 254 mL, p<0.05 for doses 
      1500 ug and above, supporting twice-daily dosing). 
 
   -- Ensifentrine DPI formulation has been observed to be well tolerated at 
      each dose with an adverse event profile similar to placebo. 
 
 
   In the current quarter we expect to commence a pMDI study in moderate to 
severe COPD patients, with single dose data from Part 1 of this study 
expected in the second half of 2019 and final data expected in the first 
quarter of 2020. 
 
   Opportunities also exist to explore the development of ensifentrine in 
DPI and/or pMDI formulations for the treatment of asthma and other 
respiratory diseases. 
 
   OUTLOOK 
 
   We intend to become a leading biopharmaceutical company focused on the 
treatment of respiratory diseases with significant unmet medical needs. 
We recognize that our proposed strategy for achieving this goal depends 
on the totality of the data from all clinical trials conducted with 
ensifentrine, future interactions with regulatory authorities and our 
commercial assessment of different development options for ensifentrine. 
Key elements of this strategy include: 
 
 
   -- A strong focus on bringing nebulized ensifentrine into Phase 3 clinical 
      trials for the maintenance treatment of COPD, which requires us to deploy 
      our financial and other resources on nebulized and inhaled formulations 
      of ensifentrine as a maintenance treatment for COPD in the short term. 
 
   -- Identifying compelling market opportunities such as patients with COPD 
      that continue to experience daily symptoms impairing their quality of 
      life, despite treatment with currently available medicines. In our 
      clinical trials, we have observed that ensifentrine improves lung 
      function in COPD patients when used either as a stand-alone treatment or 
      as an add-on to treatment with single and dual bronchodilators. We 
      believe that adding nebulized ensifentrine to symptomatic COPD patients 
      already treated with standard-of-care medicines represents a very 
      significant market opportunity. 
 
   -- Ongoing review of our ensifentrine development strategy in the context of 
      additional data generated, including from clinical trials, regulatory 
      interactions and market research, to identify opportunities to enhance 
      and de-risk our late-stage development and commercialization of 
      ensifentrine. We believe this review and data from our next dose ranging 
      Phase 2b study to generate additional data to facilitate and de-risk dose 
      selection for our Phase 3 program will further enhance ensifentrine's 
      potential commercial positioning. We continue to expect to complete 
      patient dosing in our Phase 2 study by the end of 2019 and to progress 
      into pivotal Phase 3 trials in 2020. 
 
   -- For the treatment of COPD patients who may prefer administration using a 
      handheld inhaler device, we are developing ensifentrine in inhaler 
      formulations. We are progressing Part 2 of our clinical trial in COPD 
      patients with multiple doses of our DPI formulation and now expect final 
      data sooner than previously indicated, in the third quarter of 2019.  We 
      expect to commence a clinical trial with the pMDI formulation this 
      quarter, with interim data from the single dose Part 1 expected in the 
      third quarter of 2019 and final data expected in the first quarter of 
      2020. 
 
   -- Advance the development of nebulized ensifentrine for the treatment of 
      acute exacerbations of COPD. We are developing ensifentrine as an add-on 
      therapy to short acting bronchodilators and other commonly used therapies 
      for the treatment of hospitalized patients with acute exacerbations of 
      COPD. The timing for future studies in this indication remains subject to 
      our decision to move more rapidly towards Phase 3 clinical trials with 
      nebulized ensifentrine for the maintenance treatment of COPD. 
 
   -- Develop ensifentrine for the treatment of CF. The timing for future 
      studies in this indication remains subject to our decision to move more 
      rapidly towards Phase 3 clinical trials with nebulized ensifentrine for 
      the maintenance treatment of COPD. 
 
   -- Pursue development of ensifentrine for other respiratory diseases. We 
      believe that ensifentrine's properties as an inhaled, dual inhibitor of 
      PDE3 and PDE4 give it broad potential applicability in the treatment of 
      other respiratory diseases, such as severe asthma. We may explore 
      development of ensifentrine to treat other forms of respiratory disease 
      following development of ensifentrine for the treatment of COPD and CF. 
 
   -- We may seek strategic collaborations with market leading 
      biopharmaceutical companies to develop and commercialize ensifentrine. We 
      believe any such collaborations could provide significant funding to 
      advance the development of ensifentrine while allowing us to benefit from 
      the development or commercialization expertise of our collaborators. 
 
   -- We may acquire or in-license product candidates for the treatment of 
      respiratory diseases. We plan to leverage our respiratory disease 
      expertise to identify and in-license or acquire additional clinical stage 
      product candidates that we believe have the potential to become novel 
      treatments for respiratory diseases with significant unmet medical needs. 
 
 
   FINANCIAL REVIEW 
 
   Financial review of the three month period ended March 31, 2019 
 
   The operating loss for the three months ended March 31, 2019, was GBP7.8 
million (March 31, 2018: GBP5.9 million) and the loss after tax for the 
three months ended March 31, 2019, was GBP5.4 million (March 31, 2018: 
GBP15.2 million). 
 
   Research and Development Costs 
 
   Research and development costs were GBP5.9 million for the three months 
ended March 31, 2019, as compared to GBP4.4 million for the three months 
ended March 31, 2018, an increase of GBP1.5 million. The increase was 
predominantly attributable to a GBP1.3 million increase in clinical 
trial expenses relating to four clinical trials (ongoing or in 
preparation) of ensifentrine in the three months ended March 31, 2019 
compared to one trial in the three months ended March 31, 2018. In 
addition, spend on pre-clinical development increased by GBP0.2 million. 
 
   General and Administrative Costs 
 
   General and administrative costs were GBP1.8 million for the three 
months ended March 31, 2019, as compared to GBP1.5 million for the three 
months ended March 31, 2018, an increase of GBP0.3 million. The increase 
was primarily attributable to a GBP0.3 million increase in professional 
fees. 
 
   Finance Income and Expense 
 
   Finance income was GBP1.9 million for the three months ended March 31, 
2019, and GBP0.2 million for the three months ended March 31, 2018. The 
increase in finance income was primarily due to a decrease in the fair 
value of the warrant liability of GBP1.6 million during the three months 
ended March 31, 2019 compared to an increase in the warrant liability 
during the three months ended March 31, 2018, (which is recorded as a 
finance expense). 
 
   Finance expense was GBP0.8 million for the three months ended March 31, 
2019, compared to GBP10.3 million for the three months ended March 31, 
2018. The decrease was due to a decrease in the fair value of the 
warrant liability (recorded in finance income) compared to an increase 
in the value of the warrant liability during the three months ended 
March 31, 2018 of GBP9.0 million. In addition, there was a foreign 
exchange loss on cash and short term investments of GBP0.8 million 
(three months end March 31, 2018: loss of GBP1.3 million). 
 
   Taxation 
 
   Taxation for the three months ended March 31, 2019, amounted to a credit 
of GBP1.3 million compared to a credit of GBP0.8 million for the three 
months ended March 31, 2018, an increase of GBP0.5 million. The credits 
are obtained at a rate of 14.5% of 230% of our qualifying research and 
development expenditure and the increase in the credit amount was 
attributable to our increased expenditure on research and development, 
compared to the prior period. 
 
   Cash Flows 
 
   Net cash used in operating activities increased to GBP9.9 million for 
the three months ended March 31, 2019, from GBP6.2 million for the three 
months ended March 31, 2018. This was due to an increase in operating 
costs driven by higher research and development costs, as well as 
differences in the timing of supplier payments. 
 
   Net cash generated from investing activities predominantly reflects the 
net movement of cash being placed on deposit for more than three months 
and such deposits maturing, because deposits of more than three months 
are disclosed as short term investments, separately from cash. The 
increase in net cash generated in investing activities to GBP9.0 million 
for the three months ended March 31, 2019, from GBP4.5 million for the 
three months ended March 31, 2018, was due to the net movement of funds 
from short term investments to cash being greater during the three 
months ended March 31, 2019. 
 
   Cash, cash equivalents and short-term investments 
 
   Cash, cash equivalents and short-term investments at March 31, 2019, 
decreased to GBP54.0 million from GBP64.7 million at December 31, 2018 
due to the utilization of cash in the ordinary operating activities and 
the effect of the GBP exchange rate strengthening on our USD cash and 
cash equivalents and short term investments. 
 
   Net assets 
 
   Net assets decreased to GBP58.1 million in the three month period ended 
March 31, 2019, from GBP62.9 million at December 31, 2018. This decrease 
was primarily due to the operating activities of the Company. 
 
   VERONA PHARMA PLC 
 
   CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION 
 
   AS OF MARCH 31, 2019 AND DECEMBER 31, 2018 (UNAUDITED) 
 
 
 
 
                                                   As of        As of 
                                                  March 31,    December 
                                          Notes     2019       31, 2018 
                                                 ----------  ----------- 
                                                  GBP'000s    GBP'000s 
ASSETS 
Non-current assets: 
Goodwill                                               441        441 
Intangible assets                                    2,171      2,134 
Property, plant and equipment                          270         21 
Total non-current assets                             2,882      2,596 
                                                 ---------   -------- 
 
Current assets: 
Prepayments and other receivables                    2,476      2,463 
Current tax receivable                               5,808      4,499 
Short term investments                       10     35,309     44,919 
Cash and cash equivalents                           18,726     19,784 
Total current assets                                62,319     71,665 
                                                 ---------   -------- 
Total assets                                        65,201     74,261 
                                                 =========   ======== 
 
EQUITY AND LIABILITIES 
Capital and reserves attributable to 
equity holders: 
Share capital                                        5,266      5,266 
Share premium                                      118,862    118,862 
Share-based payment reserve                          8,543      7,923 
Accumulated loss                                   (74,556)   (69,117) 
                                                 ---------   -------- 
Total equity                                        58,115     62,934 
                                                 ---------   -------- 
 
Current liabilities: 
Derivative financial instrument              11        882      2,492 
Finance lease liabilities                              241         -- 
Trade and other payables                             4,850      7,733 
Total current liabilities                            5,973     10,225 
                                                 ---------   -------- 
 
Non-current liabilities: 
Assumed contingent obligation                12      1,018        996 
Deferred income                                         95        106 
Total non-current liabilities                        1,113      1,102 
                                                 ---------   -------- 
Total equity and liabilities                        65,201     74,261 
                                                 =========   ======== 
 
 
   The accompanying notes form an integral part of these consolidated 
financial statements. 
 
   VERONA PHARMA PLC 
 
   CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME 
 
   FOR THE THREE MONTHSED MARCH 31, 2019 AND MARCH 31, 2018 (UNAUDITED) 
 
 
 
 
                                                                  Three Months    Three Months 
                                                                   Ended March     Ended March 
                                                          Notes     31, 2019        31, 2018 
                                                                 --------------  -------------- 
                                                                    GBP'000s        GBP'000s 
Research and development costs                                     (5,928)          (4,421) 
General and administrative costs                                   (1,831)          (1,458) 
                                                                 --------   ---  --------- 
Operating loss                                                     (7,759)          (5,879) 
Finance income                                                7     1,860              160 
Finance expense                                               7      (820)         (10,324) 
                                                                 --------   ---  --------- 
Loss before taxation                                               (6,719)         (16,043) 
Taxation -- credit                                            8     1,313              820 
                                                                 --------  ----  ---------  --- 
Loss for the year                                                  (5,406)         (15,223) 
Other comprehensive loss: 
Items that might be subsequently reclassified to profit 
 or loss 
                                                                 --------------  -------------- 
Exchange differences on translating foreign operations                (13)             (27) 
                                                                 --------   ---  --------- 
Total comprehensive loss attributable to owners of 
 the Company                                                       (5,419)         (15,250) 
                                                                 ========   ===  ========= 
Loss per ordinary share -- basic and diluted (pence)          9      (5.1)           (14.5) 
 
 
   The accompanying notes form an integral part of these consolidated 
financial statements. 
 
   VERONA PHARMA PLC 
 
   CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY 
 
   FOR THE THREE MONTHSED MARCH 31, 2018, AND MARCH 31, 2019 
(UNAUDITED) 
 
 
 
 
                                           Share-        Total 
                       Share     Share      based      Accumulated     Total 
                Note   Capital   Premium   Expenses      Losses        Equity 
                      --------  --------  ---------  --------------  ---------- 
                      GBP'000s  GBP'000s  GBP'000s      GBP'000s      GBP'000s 
Balance at 
 January 1, 
 2018                    5,251   118,862      5,022    (49,254)       79,881 
                      --------  --------  ---------  ---------       ------- 
Loss for the 
 year                       --        --         --    (15,223)      (15,223) 
Other 
comprehensive 
loss for the 
year: 
Exchange 
 differences 
 on 
 translating 
 foreign 
 operations                 --        --         --        (27)          (27) 
                      --------  --------  ---------  ---------       ------- 
Total 
 comprehensive 
 loss for the 
 period                     --        --         --    (15,250)      (15,250) 
Share-based 
 payments                   --        --      1,019         --         1,019 
                      --------  --------  ---------  ---------  ---  ------- 
Balance at 
 March 31, 
 2018                    5,251   118,862      6,041    (64,504)       65,650 
                      ========  ========  =========  =========       ======= 
 
Balance at 
 January 1, 
 2019 as 
 previously 
 reported                5,266   118,862      7,923    (69,117)       62,934 
                      --------  --------  ---------  ---------       ------- 
Impact of 
 change in 
 accounting 
 policy            3        --        --         --        (20)          (20) 
Adjusted 
 balance at 
 January 1, 
 2019                    5,266   118,862      7,923    (69,137)       62,914 
                      --------  --------  ---------  ---------       ------- 
Loss for the 
 year                       --        --         --     (5,406)       (5,406) 
Other 
comprehensive 
loss for the 
year: 
Exchange 
 differences 
 on 
 translating 
 foreign 
 operations                 --        --         --        (13)          (13) 
                      --------  --------  ---------  ---------       ------- 
Total 
 comprehensive 
 loss for the 
 period                     --        --         --     (5,419)       (5,419) 
Share-based 
 payments                   --        --        620         --           620 
                      --------  --------  ---------  ---------  ---  ------- 
Balance at 
 March 31, 
 2019                    5,266   118,862      8,543    (74,556)       58,115 
                      ========  ========  =========  =========       ======= 
 
 
   The currency translation reserve for March 31, 2018, and March 31, 2019, 
is not considered material and as such is not presented in a separate 
reserve but is included in the total accumulated losses reserve. 
 
   The accompanying notes form an integral part of these consolidated 
financial statements. 
 
   VERONA PHARMA PLC 
 
   CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS 
 
   FOR THE THREE MONTHSED MARCH 31, 2019 AND MARCH 31, 2018 (UNAUDITED) 
 
 
 
 
                                                     Three Months    Three Months 
                                                      Ended March     Ended March 
                                                       31, 2019        31, 2018 
                                                    --------------  -------------- 
                                                       GBP'000s        GBP'000s 
Cash used in operating activities: 
Loss before taxation                                   (6,719)        (16,043) 
Finance income                                         (1,860)           (160) 
Finance expense                                           820          10,324 
Share-based payment charge                                620           1,019 
Decrease in prepayments and other receivables              84              35 
Decrease in trade and other payables                   (2,899)         (1,434) 
Depreciation of property, plant and equipment              78               2 
Unrealized foreign exchange gains                         (11)             -- 
Amortization of intangible assets                          24              21 
                                                    ---------  ---  ---------  --- 
Net cash used in operating activities                  (9,863)         (6,236) 
                                                    ---------       --------- 
Cash flow from investing activities: 
Interest received                                         125              65 
Purchase of plant and equipment                            (2)             (1) 
Payment for patents and computer software                 (61)           (140) 
Purchase of short term investments                         --          (3,858) 
Maturity of short term investments                      8,972           8,386 
                                                    ---------  ---  ---------  --- 
Net cash generated in investing activities              9,034           4,452 
                                                    ---------  ---  ---------  --- 
Cash flow from financing activities: 
Repayment of finance lease liabilities                    (84)             -- 
                                                    ---------       ---------  --- 
Net cash used in financing activities                     (84)             -- 
                                                    ---------       ---------  --- 
Net decrease in cash and cash equivalents                (913)         (1,784) 
Cash and cash equivalents at the beginning of the 
 period                                                19,784          31,443 
Effect of exchange rates on cash and cash 
 equivalents                                             (145)           (646) 
                                                    ---------       --------- 
Cash and cash equivalents at the end of the period     18,726          29,013 
                                                    =========  ===  =========  === 
 
 
 
   VERONA PHARMA PLC 
 
   NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS 
 
   FOR THE THREE MONTHSED MARCH 31, 2019 
 
   1. General information 
 
   Verona Pharma plc (the "Company") and its subsidiaries are a 
clinical-stage biopharmaceutical company focused on developing and 
commercializing innovative therapeutics for the treatment of respiratory 
diseases with significant unmet medical needs. 
 
   The Company is a public limited company, which is dual listed, with its 
ordinary shares listed on the Alternative Investment Market of the 
London Stock Exchange and its American Depositary Shares on the Nasdaq 
Global Market. The Company is incorporated and domiciled in the United 
Kingdom. The address of the registered office is 1 Central Square, 
Cardiff, CF10 1FS, United Kingdom. 
 
   The Company has two subsidiaries, Verona Pharma Inc. and Rhinopharma 
Limited ("Rhinopharma"), both of which are wholly owned. 
 
   2. Basis of accounting 
 
   The unaudited condensed consolidated interim financial statements of 
Verona Pharma Plc and its subsidiaries, Verona Pharma, Inc., and 
Rhinopharma Limited (together "the Group"), for the three months ended 
March 31, 2019 do not include all the statements required for full 
annual financial statements and should be read in conjunction with the 
consolidated financial statements of the Group as of December 31, 2018. 
 
   The 2018 accounts, on which the Company's auditors delivered an 
unqualified audit report, have been delivered to the Registrar of 
Companies. 
 
   These unaudited condensed interim financial statements were authorized 
for issue by the Company's board of directors (the "Directors") on May 
7, 2019. There have been no changes, other than the adoption of IFRS 16, 
to the accounting policies as contained in the annual consolidated 
financial statements as of and for the year ended December 31, 2018, 
which have been prepared in accordance with international financial 
reporting standards ("IFRS") as issued by the International Accounting 
Standards Board ("IASB"). 
 
   The interim condensed consolidated financial statements have been 
prepared on a going-concern basis. Management, having reviewed the 
future operating costs of the business in conjunction with the cash held 
as of March 31, 2019, believes the Group has sufficient funds to 
continue as a going concern for at least 12 months from the date this 
report is issued. 
 
   The Group's activities and results are not exposed to any seasonality. 
The Group operates as a single operating and reportable segment. 
 
   Dividend 
 
   The Directors do not recommend the payment of a dividend for the three 
months ended March 31, 2019, (three months ended March 31, 2018: GBPnil 
and the year ended December 31, 2018: GBPnil). 
 
   3. Change in accounting policy: adoption of IFRS 16 
 
   IFRS 16 'Leases' is effective for accounting periods beginning on or 
after January 1, 2019, and replaces IAS 17 'Leases'. It eliminates the 
classification of leases as either operating leases or finance leases 
and, instead, introduces a single lessee accounting model. The adoption 
of IFRS 16 resulted in the Group recognizing lease liabilities within 
current liabilities, and corresponding 'right-of-use' assets for the 
arrangements within property plant and equipment that were previously 
classified as operating leases. 
 
   The Group's principal lease arrangements are for office buildings. The 
Group has adopted IFRS 16 retrospectively with the cumulative effect of 
initially applying the standard as an adjustment to the opening balance 
of retained earnings at January 1, 2019. The standard permits a choice 
on initial adoption, on a lease-by-lease basis, to measure the 
right-of-use asset at either its carrying amount as if IFRS 16 had been 
applied since the commencement of the lease, or an amount equal to the 
lease liability, adjusted for any accrued or prepaid lease payments. The 
Group has elected to measure the right-of-use asset at its carrying 
value as if IFRS 16 had been applied since the commencement of the lease, 
with the result of a GBP20 thousand impact on opening retained earnings. 
 
   Initial adoption has resulted in the recognition of right-of-use assets 
of GBP325 thousand and lease liabilities of GBP316 thousand and the 
reclassification of prepaid lease rentals of GBP29 thousand. 
 
 
 
 
                                                            As of 
                                                          January 1, 
                                                             2019 
                                                        ------------- 
                                                          GBP'000s 
Operating lease commitments (including prepayments) 
 disclosed as at December 31, 2018                            600 
Less: adjustments relating to prepaid lease payments          (29) 
                                                        --------- 
Operating lease commitments as at December 31, 2018           571 
                                                        --------- 
Discounted using the group's incremental borrowing 
 rate                                                         526 
Less: short-term leases recognized on a straight-line 
 basis as expense                                            (210) 
Lease liability recognized as at January 1, 2019              316 
                                                        ========= 
 
 
   In applying IFRS 16 for the first time, the group has used the following 
practical expedients permitted by the standard: 
 
 
   -- the use of a single discount rate to a portfolio of leases with 
      reasonably similar characteristics; 
 
   -- accounting for operating leases with a remaining lease term of less than 
      12 months as at January 1, 2019, as short-term leases; 
 
   -- the use of hindsight in determining the lease term where the contract 
      contains options to extend or terminate the lease; and 
 
   -- excluding initial direct costs from the initial measurement of the 
      right-of-use asset. 
 
 
   The Group is applying IFRS 16's low-value and short-term exemptions. 
The adoption of IFRS 16 has had no impact on the Group's net cash flows, 
although a presentation change has been reflected whereby cash outflows 
of GBP84 thousand are now presented as financing, instead of operating. 
There is a decrease of GBP9 thousand in general and administrative costs 
as depreciation of the right of use asset is less than the lease costs 
and a GBP9 thousand increase in finance expense from the presentation of 
a portion of lease costs as interest costs. There is no significant 
impact on overall loss before tax and loss per share. 
 
   4. Segmental reporting 
 
   The Group's activities are covered by one operating and reporting 
segment: Drug Development. There have been no changes to management's 
assessment of the operating and reporting segment of the Group during 
the period. 
 
   All non-current assets are based in the United Kingdom. 
 
   5. Financial Instruments 
 
   The Group's activities expose it to a variety of financial risks: market 
risk (including foreign currency risk); cash flow and fair value 
interest rate risk; and credit risk and liquidity risk. The condensed 
consolidated interim financial statements do not include all financial 
risk management information and disclosures required in the annual 
financial statements, and they should be read in conjunction with the 
Group's annual financial statements for the year ended December 31, 
2018. 
 
   6. Estimates 
 
   The preparation of condensed consolidated interim financial statements 
require management to make judgments, estimates and assumptions that 
affect the application of accounting policies and the reported amounts 
of assets and liabilities, income and expenses. Actual results may 
differ from those estimates. 
 
   In preparing these condensed consolidated interim financial statements, 
the significant judgments made by management in applying the Group's 
accounting policies and the key sources of estimation uncertainty were 
the same as those applied to the consolidated financial statements for 
the year ended December 31, 2018. In addition the company carried out a 
value in use impairment review. 
 
   Impairment of intangible assets, goodwill and non-financial assets 
 
   The Company notes that after the reduction in the share price since 
December 31, 2018, at various points in the quarter the market value of 
the Company was less than its net book value. The Company has carried 
out an impairment review and determined that Company's value in use 
exceeds the carrying value of the Company's assets and, consequently, 
that no impairment is required. 
 
   7. Finance income and expense 
 
 
 
 
                                                            Three months   Three months 
                                                             ended March    ended March 
                                                              31, 2019       31, 2018 
                                                            ------------  -------------- 
Finance income:                                               GBP'000s       GBP'000s 
Interest received on cash balances                                   250           160 
Fair value adjustment on derivative financial instruments 
 (note 11)                                                         1,610            -- 
Total finance income                                               1,860           160 
                                                            ============  ============ 
 
 
 
 
 
 
                                                            Three months   Three months 
                                                             ended March    ended March 
                                                              31, 2019       31, 2018 
                                                            ------------  -------------- 
Finance expense:                                              GBP'000s       GBP'000s 
Fair value adjustment on derivative financial instruments 
 (note 11)                                                            --         8,977 
Interest on discounted lease liability                                 9            -- 
Foreign exchange loss on translating foreign currency 
 denominated balances                                                783         1,332 
Unwinding of discount factor related to the assumed 
 contingent arrangement 
 (note 12)                                                            28            15 
                                                            ------------  ------------ 
Total finance expense                                                820        10,324 
                                                            ============  ============ 
 
 
 
   8. Taxation 
 
   The tax credit for the three months ended March 31, 2019, amounts to 
GBP1,313 thousand, and consists of the estimated research and 
development tax credit receivable on qualifying expenditure incurred 
during the three months ended March 31, 2019 for an amount of GBP1,316 
thousand less a tax expense of GBP3 thousand related to the US 
operations (three months ended March 31, 2018: GBP820 thousand tax 
credit, comprising GBP923 thousand for research and development tax 
credit, less GBP103 thousand expense for tax on US operations). 
 
   9. Loss per share calculation 
 
   The basic loss per share of 5.1p (March 31, 2018: 14.5p) for the three 
months ended March 31, 2019 is calculated by dividing the loss for the 
three months ended March 31, 2019 by the weighted average number of 
ordinary shares in issue of 105,326,637 during the three months ended 
March 31, 2019 (March 31, 2018: 105,017,400). Since the Group has 
reported a net loss, diluted loss per ordinary share is equal to basic 
loss per ordinary share. 
 
   Each ADS represents 8 shares of the Company, so the loss per ADS is any 
period is equal to 8 times the loss per share. 
 
   10. Short term investments 
 
   Short term investments as at March 31, 2019, amounted to a total of 
GBP35.3 million (December 31, 2018: GBP44.9 million) and consisted of 
fixed term deposits, in both US dollars and pounds sterling. 
 
   11. Derivative financial instrument 
 
   Pursuant to the July 2016 placement the Company issued 31,115,926 units 
to new and existing investors at the placing price of GBP1.4365 per unit, 
each of which was comprised of one ordinary share and one warrant. The 
warrant holders can subscribe for 0.4 of an ordinary share at a per 
share exercise price of 120% of the placing price (GBP1.7238). The 
warrant holders can opt for a cashless exercise of their warrants by 
choosing to exchange the warrants held for a reduced number of warrants 
exercisable at nil consideration. The reduced number of warrants is 
calculated based on a formula considering the share price and the 
exercise price of the shares. The warrants were therefore classified as 
a derivative financial liability, since their exercise might result in a 
variable number of shares to be issued. The warrants expire on May 2, 
2022. 
 
   At December 31, 2018, and March 31, 2019, warrants over 12,446,370 
shares were in effect. 
 
 
 
 
                                            At March 31,      At December 
                                                2019            31, 2018 
                                          ----------------  ---------------- 
Shares available to be issued under 
 warrants                                   12,401,262        12,401,262 
Exercise price                             GBP  1.7238       GBP  1.7238 
Risk-free interest rate                           0.63%             0.76% 
Time to expiry                              3.09 years        3.34 years 
Annualized volatility                            60.69%            60.72% 
Dividend rate                                     0.00%             0.00% 
Dilution discount                                 7.47%             5.66% 
 
 
   As at March 31, 2019, the Group updated the underlying assumptions and 
calculated a fair value of these warrants, using the Black-Scholes 
pricing model (including level 3 assumptions), amounting to GBP0.9 
million. 
 
   The variance for the three months ended March 31, 2019, was GBP1.6 
million (three months ended March 31, 2018: GBP9.0 million) and is 
recorded as finance income (March 31, 2018, recorded in finance expense) 
in the Consolidated Statement of Comprehensive Income. 
 
 
 
 
                                                Derivative    Derivative 
                                                 financial     financial 
                                                 instrument    instrument 
                                                -----------  ------------- 
                                                   2019          2018 
                                                -----------  ------------- 
                                                 GBP'000s      GBP'000s 
At January 1,                                        2,492         1,273 
Fair value adjustments recognized in profit or 
 loss                                               (1,610)        8,977 
                                                ----------   ----------- 
At March 31,                                           882        10,250 
                                                ==========   =========== 
 
 
   For the amount recognized as at March 31, 2019, the effect if volatility 
were to deviate up or down is presented in the following table. 
 
 
 
 
                                 Volatility 
                                  (up / down 
                                  10 % pts) 
                                 ----------- 
                                  GBP'000s 
Variable up                            1,323 
Base case, reported fair value           882 
Variable down                            500 
 
 
 
   12. Assumed contingent obligation related to the business combination 
 
   The value of the assumed contingent obligation as of March 31, 2019, 
amounted to GBP1,018 thousand (December 31, 2018: GBP996 thousand). The 
increase in value of the assumed contingent obligation during the three 
months ended March 31, 2019, amounted to GBP22 thousand (three months 
ended March 31, 2018: GBP15 thousand) and the unwinding of the discount 
was recorded in finance expense. Periodic re-measurement is triggered by 
changes in the probability of success. The discount percentage applied 
is 12%.  In 2018 and the three months ended March 31, 2019, there were 
no events that triggered remeasurement. 
 
 
 
 
                                                2019       2018 
                                              --------  ---------- 
                                              GBP'000s   GBP'000s 
At January 1,                                     996      875 
Impact of changes in foreign exchange rates        (6)      (9) 
Unwinding of discount factor                       28       24 
                                              -------   ------ 
At March 31,                                    1,018      890 
                                              =======   ====== 
 
 
   There is no material difference between the fair value and carrying 
value of the financial liability. 
 
   For the amount recognized as at March 31, 2019, of GBP1,018 thousand, 
the effect if underlying assumptions were to deviate up or down is 
presented in the following table (assuming the probability of success 
does not change): 
 
 
 
 
                                  Discount 
                                     rate       Revenue 
                                  (up / down   (up / down 
                                   1 % pt)     10 % pts) 
                                  GBP'000s     GBP'000s 
Variable up                              978        1,047 
Base case, reported fair value         1,018        1,018 
Variable down                          1,061          988 
 
 
 
   13. Share option scheme 
 
   During the three months ended March 31, 2019 the Company granted no 
share options and no Restricted Stock Units ("RSUs") (three months ended 
March 31, 2018, the Company granted 2,090,847 share options, and 273,390 
RSUs). 
 
   The movement in the number of the Company's share options is set out 
below: 
 
 
 
 
                      Weighted              Weighted 
                       average               average 
                       exercise              exercise 
                        price      2019       price       2018 
                      ---------  ---------  ---------  ----------- 
                         GBP                   GBP 
Outstanding at 
 January 1                 1.53  8,752,114       1.54  7,527,457 
Granted during the 
 period                      --         --       1.46  2,090,847 
                                                       --------- 
Outstanding options 
 at March 31               1.53  8,752,114       1.52  9,618,304 
                                 =========             ========= 
 
 
   The movement in the number of the Company's RSUs is set out below: 
 
 
 
 
 
                                2019       2018 
                               -------  ----------- 
 
Outstanding at January 1       862,473  1,052,236 
Granted during the period           --    273,390 
                               -------  --------- 
Outstanding RSUs at March 31   862,473  1,325,626 
                               =======  ========= 
 
 
   The share--based payment expense for the three months ended March 31, 
2019, was GBP620 thousand (three months ended March 31, 2018: GBP1,019 
thousand). 
 
   The remuneration committee has authorized the issue of 3,903,050 options 
over ordinary shares and 740,496 RSUs to be issued to employees and one 
director in April 2019. 
 
   14. Related party transactions 
 
   Dr David Ebsworth, Chairman of the Company, purchased 87,600 ordinary 
shares for GBP50 thousand from the market in the period. 
 
   Piers Morgan, Chief Financial Officer of the Company, purchased 54,613 
ordinary shares for GBP33 thousand from the market in the period. 
 
   At December 31, 2018, there was a receivable of GBP126 thousand (2017: 
nil) due from one director and two key management personnel relating to 
tax due on RSUs that vested in the year ended December 31, 2018. Of this, 
GBP93 thousand was repaid with interest in the quarter and GBP33 
thousand relating to the Company's National Insurance obligation was 
settled by the Company. 
 
   In the period a director provided consultancy services for GBP11 
thousand. 
 
   Convenience translation 
 
   The Company maintains its books and records in pounds sterling and 
prepares its financial statements in accordance with IFRS, as issued by 
the IASB. It reports its results in pounds sterling. For the convenience 
of the reader the Company has translated pound sterling amounts in the 
tables below as of March 31, 2019, and for the three months ended March 
31, 2019, into US dollars at the noon buying rate of the Federal Reserve 
Bank of New York on March 29, 2019, which was GBP1.00 to $1.3032. These 
translations should not be considered representations that any such 
amounts have been, could have been or could be converted into US dollars 
at that or any other exchange rate as of that or any other date. 
 
   CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS AT 
MARCH 31, 2019 AND DECEMBER 31, 2018 (UNAUDITED) 
 
 
 
 
 
                                 As of       As of          As of 
                                March 31,   March 31,    December 31, 
                                  2019        2019           2018 
                               ----------  ----------  --------------- 
                                GBP'000s     $'000s       GBP'000s 
ASSETS 
Non-current assets: 
Goodwill                             441         576            441 
Intangible assets                  2,171       2,829          2,134 
Property, plant and equipment        270         352             21 
Total non-current assets           2,882       3,757          2,596 
                               ---------   ---------   ------------ 
 
Current assets: 
Prepayments and other 
 receivables                       2,476       3,227          2,463 
Current tax receivable             5,808       7,569          4,499 
Short term investments            35,309      46,015         44,919 
Cash and cash equivalents         18,726      24,404         19,784 
Total current assets              62,319      81,215         71,665 
                               ---------   ---------   ------------ 
Total assets                      65,201      84,972         74,261 
                               =========   =========   ============ 
 
EQUITY AND LIABILITIES 
Capital and reserves 
attributable to equity 
holders: 
Share capital                      5,266       6,863          5,266 
Share premium                    118,862     154,901        118,862 
Share-based payment reserve        8,543      11,133          7,923 
Accumulated loss                 (74,556)    (97,161)       (69,117) 
                               ---------   ---------   ------------ 
Total equity                      58,115      75,736         62,934 
                               ---------   ---------   ------------ 
 
Current liabilities: 
Derivative financial 
 instrument                          882       1,149          2,492 
Finance lease liabilities            241         314             -- 
Trade and other payables           4,850       6,322          7,733 
Total current liabilities          5,973       7,785         10,225 
                               ---------   ---------   ------------ 
 
Non-current liabilities: 
Assumed contingent obligation      1,018       1,327            996 
Deferred income                       95         124            106 
Total non-current liabilities      1,113       1,451          1,102 
                               ---------   ---------   ------------ 
Total equity and liabilities      65,201      84,972         74,261 
                               =========   =========   ============ 
 
 
 
   CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME FOR 
THE THREE MONTHS ENDED MARCH 31, 2019 AND MARCH 31, 2018 (UNAUDITED) 
 
 
 
 
 
                                                           Three months    Three months    Three months 
                                                            ended March     ended March     ended March 
                                                             31, 2019        31, 2019        31, 2018 
                                                          --------------  --------------  -------------- 
                                                             GBP'000s         $'000s         GBP'000s 
Research and development costs                               (5,928)          (7,726)         (4,421) 
General and administrative costs                             (1,831)          (2,386)         (1,458) 
                                                          ---------       ----------      ---------- 
Operating loss                                               (7,759)         (10,112)         (5,879) 
Finance income                                                1,860            2,424             160 
Finance expense                                                (820)          (1,069)        (10,324) 
                                                          ---------       ----------      ---------- 
Loss before taxation                                         (6,719)          (8,757)        (16,043) 
Taxation -- credit                                            1,313            1,711             820 
                                                          ---------  ---  ----------      ---------- 
Loss for the year                                            (5,406)          (7,046)        (15,223) 
Other comprehensive loss: 
Items that might be subsequently reclassified to profit 
 or loss 
                                                          --------------                  -------------- 
Exchange differences on translating foreign operations          (13)             (17)            (27) 
                                                          ---------       ----------      ---------- 
Total comprehensive loss attributable to owners of 
 the Company                                                 (5,419)          (7,063)        (15,250) 
                                                          =========       ==========      ========== 
Loss per ordinary share -- basic and diluted (pence)           (5.1)            (6.7)          (14.5) 
 
 
 
 
 
 

(END) Dow Jones Newswires

May 07, 2019 02:01 ET (06:01 GMT)

Copyright (c) 2019 Dow Jones & Company, Inc.
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