Verona Pharma plc Closing Of Financing, Issued Share Capital And Total Voting Rights

 
TIDMVRP 
 
 
   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. NEITHER THIS 
ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR 
BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN 
ANY JURISDICTION. 
 
   LONDON and RALEIGH, N.C., July 22, 2020 (GLOBE NEWSWIRE) -- Verona 
Pharma plc (AIM: VRP) (Nasdaq: VRNA) ("Verona Pharma" or the "Company"), 
a clinical-stage biopharmaceutical company focused on respiratory 
diseases, provides an update on the $200 million Financing announced on 
July 17, 2020. 
 
   Capitalised terms in this announcement have the same meanings to those 
defined in the Financing announcement, unless otherwise indicated. 
 
   Closing 
 
   The Company announces that closing of the Financing raising 
approximately $200 million before expenses was completed today. 
 
   Following the Financing, the Company's issued share capital is 
462,367,190, comprising 106,536,006 voting Ordinary Shares in issue 
prior to the Financing, 307,742,288* newly issued voting Ordinary Shares 
(of which 307,520,072* are represented by 38,440,009* new ADSs resulting 
from the Financing), and 48,088,896* newly issued non-voting Ordinary 
Shares. 
 
   * Note: the number of ADSs, voting Ordinary Shares and non-voting 
Ordinary Shares issued have been revised since the announcement of the 
Financing on July 17, 2020 following the election by two investors to 
receive a higher proportion of their combined participation in the 
Financing in non-voting Ordinary Shares instead of ADSs. Consequently, 
this has resulted in an overall decrease of 650,000 ADSs and an 
equivalent increase of 5,200,000 non-voting Ordinary Shares. The total 
number of Ordinary Shares issued and the proceeds raised by the 
Financing remain unchanged by this election. 
 
   Total Voting Rights 
 
   Application has been made to the London Stock Exchange for the 
307,742,288 new voting Ordinary Shares to be admitted to trading on AIM, 
with dealings expected to commence at 0800 BST tomorrow, July 23, 2020 
("Admission"). 
 
   Following Admission, the Company will have a total of 414,278,294 
Ordinary Shares in issue each carrying one voting right, and 48,088,896 
non-voting Ordinary Shares not admitted to trading. The Company does not 
hold any Ordinary Shares in treasury. 
 
   The figure of 414,278,294 Ordinary Shares may be used by shareholders as 
the denominator for the calculations by which they will determine if 
they are required to notify their interest in, or a change to their 
interest in, the share capital of the Company under the Financial 
Conduct Authority's Disclosure and Transparency Rules. The new voting 
and non-voting Ordinary Shares will rank pari passu in all respects with 
the Ordinary Shares of the Company currently traded on AIM. The 
non-voting Ordinary Shares shall be non-transferrable and shall have no 
voting rights attached to them, and may from time to time, at the 
discretion of the respective shareholders, be redesignated as voting 
Ordinary Shares pursuant to the terms of issue of the non-voting 
Ordinary Shares. Following redesignation of the non-voting Ordinary 
Shares to voting Ordinary Shares, application will be made for the 
admission of the redesignated shares to trading on AIM and an 
announcement will be made of the resultant Total Voting Rights. 
 
   PDMR Dealings -- Updated interest in Company following Closing 
 
   The Company made an announcement regarding the transactions by persons 
discharging managerial responsibilities ("PDMRs") in connection with the 
Financing on July 17, 2020. Whilst there have been no changes to the 
individual PDMRs' participation in the Financing, due to the revision to 
the total voting Ordinary Shares of the Company as detailed above, the 
resultant interest in the Company in respect of the individual PDMRs has 
changed as detailed below. 
 
 
 
 
                                                                                                             Updated 
               No. of                                                                                       Interest 
              Ordinary    No. of                                                                               in 
              Shares to   ADSs to                                                                            Company 
                 be         be      Total           Total number of Ordinary Shares or ADSs held following  following 
PDMR Name     purchased  purchased  consideration                           Closing                          Closing 
David                                                                                              617,603 
 Ebsworth       222,216          -   GBP99,659.71                                        (ordinary shares)      0.15% 
David                                                                                               77,829 
 Zaccardelli          -     55,555   $249,997.50                                                    (ADSs)      0.15% 
Anders                                                                                              33,333 
 Ullman               -     33,333   $149,998.50                                                    (ADSs)      0.06% 
Martin                                                                                               6,666 
 Edwards              -      6,666     $29,997                                                      (ADSs)      0.01% 
                                                                                                    33,360 
Mark Hahn             -     22,223   $100,003.50                                                    (ADSs)      0.06% 
 
 
   For further information, please contact: 
 
 
 
 
Verona Pharma plc                                     Tel: +44 (0)20 3283 4200 
David Zaccardelli, Chief Executive Officer            info@veronapharma.com 
Victoria Stewart, Director of Communications 
 
N+1 Singer (Nominated Adviser and UK Broker)          Tel: +44 (0)20 7496 3000 
Aubrey Powell / George Tzimas / Iqra Amin (Corporate 
 Finance) 
Tom Salvesen (Corporate Broking)
(END) Dow Jones Newswires
July 22, 2020 11:50 ET (15:50 GMT)
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