Verona Pharma PLC Global Offering and Application to List on NASDAQ (6578C)
19 April 2017 - 4:00PM
UK Regulatory
TIDMVRP
RNS Number : 6578C
Verona Pharma PLC
19 April 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
Verona Pharma Announces Launch of Global Offering and
Application to List on the NASDAQ Global Market
19 April 2017, London - Verona Pharma plc (AIM: VRP) ("Verona
Pharma"), a clinical-stage biopharmaceutical company focused on
developing and commercialising innovative therapeutics for the
treatment of respiratory diseases with significant unmet medical
needs, announces today the commencement of an underwritten public
offering of its ordinary shares in a global offering (the "Global
Offering"), comprising a registered offering of ordinary shares in
the form of American Depositary Shares ("ADSs") in the United
States and a concurrent private placement of ordinary shares in
Europe and other countries outside of the United States and Canada.
Investors other than qualified investors under applicable law will
not be eligible to participate in the ordinary share private
placement. All ADSs and ordinary shares to be sold in the Global
Offering will be sold by Verona Pharma.
Verona Pharma has applied to have its ADSs listed on the NASDAQ
Global Market under the symbol "VRNA". Verona Pharma's ordinary
shares are currently admitted for trading on the AIM market of the
London Stock Exchange ("AIM") under the symbol "VRP". Application
will be made to admit all of the ordinary shares to be issued in
the Global Offering to trading on AIM.
Jefferies and Stifel are acting as joint book-running managers
for the Global Offering. Wedbush PacGrow and SunTrust Robinson
Humphrey are acting as co-managers.
The Global Offering will be made only by means of a prospectus.
When available, copies of the preliminary prospectus relating to
and describing the terms of the Global Offering may be obtained
from the offices of Jefferies LLC, Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY
10022, or by telephone at (877) 547-6340, or by e-mail at
Prospectus_Department@Jefferies.com; or from Stifel, Nicolaus &
Company, Incorporated, Attention: Syndicate, One Montgomery Street,
Suite 3700, San Francisco, California 94104, or by telephone at
(415) 364-2720, or by e-mail at syndprospectus@stifel.com.
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. These
securities may not be sold, nor may offers to buy these securities
be accepted, prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy these securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
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 without limitation statements regarding our
plans to conduct the Global Offering.
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: we may
determine not to conduct the Global Offering in the time frame that
we currently expect or at all, due to a number of potential
important factors, including conditions in the U.S. capital
markets, negative global economic conditions, potential negative
developments in our clinical trials or research programs, other
negative developments in our business, or unfavorable legislative
or regulatory developments.
These and other important factors 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.
For readers in the European Economic Area
In any EEA Member State that has implemented the Prospectus
Directive (as defined below), this communication is only addressed
to and directed at qualified investors in that Member State within
the meaning of the Prospectus Directive. The term "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in each
relevant Member State), together with any relevant implementing
measure in the relevant Member State.
For readers in the United Kingdom
There will be no offer of ADSs or ordinary shares to the public
in the United Kingdom.
This communication, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 as
amended ("FSMA")) in connection with the securities which are the
subject of the offering described in this press release or
otherwise, is being directed only at (i) persons who are outside
the United Kingdom or (ii) persons who have professional experience
in matters relating to investments who fall within Article 19(5)
("Investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
certain high value persons and entities who fall within Article
49(2)(a) to (d) ("High net worth companies, unincorporated
associations etc.") of the Order; or (iv) any other person to whom
it may lawfully be communicated (all such persons in (i) to (iv)
together being referred to as "relevant persons"). The ADSs or
ordinary shares offered in the Global Offering are only available
to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such ADSs or ordinary shares will be engaged
in only with relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents. This communication does not contain an offer or
constitute any part of an offer to the public within the meaning of
ss. 85 and 102B of FSMA or otherwise.
For further information, please contact:
Verona Pharma plc Tel: +44 (0)20 3283
4200
Jan-Anders Karlsson, Chief Executive info@veronapharma.com
Officer
N+1 Singer (Nominated Adviser and Tel: +44 (0)20 7496
UK Broker) 3000
Aubrey Powell / James White
FTI Consulting (UK Media and Investor Tel: +44 (0)20 3727
enquiries) 1000
Simon Conway / Stephanie Cuthbert veronapharma@fticonsulting.com
/
Natalie Garland-Collins
ICR, Inc. (US Media and Investor
enquiries)
James Heins Tel: +1 203-682-8251
James.Heins@icrinc.com
Stephanie Carrington Tel. +1 646-277-1282
Stephanie.Carrington@icrinc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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