TIDMVRP
RNS Number : 2099F
Verona Pharma PLC
16 May 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Verona Pharma Announces Partial Exercise of Over-allotment
Option
and Resulting Total Voting Rights
May 16, 2017, LONDON - Verona Pharma plc (AIM: VRP) (NASDAQ:
VRNA) ("Verona Pharma"), a clinical-stage biopharmaceutical company
focused on developing and commercialising innovative therapeutics
for the treatment of respiratory diseases with significant unmet
medical needs, announces that the underwriters of its global
offering of new ordinary shares, comprising American Depositary
Shares ("ADSs") and ordinary shares ("Global Offering"), have given
notice to Verona Pharma that they are exercising, in part, their
over-allotment option. The underwriters have elected to purchase an
additional 692,385 ADSs at the Global Offering price of $13.50 per
ADS, raising approximately an additional $9.3 million in gross
proceeds for the Company and bringing the total gross proceeds of
the Global Offering to approximately $89.3 million (equivalent to
approximately GBP69.9 million at the exchange rate used in the
Global Offering prospectus). Closing of the partial exercise of the
over-allotment option is expected to occur on Thursday, May 18,
2017. After the closing of the partial exercise of the
over-allotment option, the total number of ADSs sold by Verona
Pharma in the Global Offering will have increased to 6,460,385.
All of the ADSs in the Global Offering were sold by Verona
Pharma and are trading on the NASDAQ Global Market under the ticker
symbol "VRNA". Verona Pharma's ordinary shares are admitted to
trading on the AIM market of the London Stock Exchange ("AIM")
under the symbol "VRP". Each ADS represents eight ordinary shares
of Verona Pharma.
Jefferies and Stifel acted as joint book-running managers for
the Global Offering. Wedbush PacGrow and SunTrust Robinson Humphrey
acted as co-managers.
Application has been made for the 5,539,080 new ordinary shares
issued by Verona Pharma pursuant to the partial exercise of the
over-allotment option, represented by the 692,385 ADSs, to be
admitted to trading on AIM and it is expected that admission will
become effective and dealings in the new ordinary shares will
commence at 8.00 a.m. (British Summer Time) on Friday, May 19,
2017. The 5,539,080 new ordinary shares issued by Verona Pharma
pursuant to the partial exercise of the over-allotment option will
be credited as fully paid and rank pari passu in all respects with
the existing ordinary shares.
Following the closing of the partial exercise of the
over-allotment option, the issued share capital of Verona Pharma
will be 104,553,244 ordinary shares and this figure may be used by
shareholders as a denominator for the calculations by which they
will determine if they are required to notify their interest in, or
change to their interest in, Verona Pharma, under the Disclosure
Guidance and Transparency Rules published by the Financial Conduct
Authority.
A registration statement relating to these securities was
declared effective by the Securities and Exchange Commission on
April 26, 2017. The Global Offering was made only by means of a
prospectus. Copies of the final prospectus relating to and
describing the terms of the Global Offering may be obtained from
the offices of Jefferies LLC, Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY
10022, or by telephone at +1 (877) 547-6340, or by e-mail at
Prospectus_Department@Jefferies.com; or from Stifel, Nicolaus &
Company, Incorporated, Attention: Syndicate, One Montgomery Street,
Suite 3700, San Francisco, California 94104, or by telephone at +1
(415) 364-2720, or by e-mail at syndprospectus@stifel.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or
jurisdiction.
For readers in the European Economic Area
In any EEA Member State that has implemented the Prospectus
Directive (as defined below), this communication is only addressed
to and directed at qualified investors in that Member State within
the meaning of the Prospectus Directive. The term "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in each
relevant Member State), together with any relevant implementing
measure in the relevant Member State.
For readers in the United Kingdom
There will be no offer of ADSs or ordinary shares to the public
in the United Kingdom.
This communication, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 as
amended ("FSMA")) in connection with the securities which are the
subject of the offering described in this press release or
otherwise, is being directed only at (i) persons who are outside
the United Kingdom or (ii) persons who have professional experience
in matters relating to investments who fall within Article 19(5)
("Investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
certain high value persons and entities who fall within Article
49(2)(a) to (d) ("High net worth companies, unincorporated
associations etc.") of the Order; or (iv) any other person to whom
it may lawfully be communicated (all such persons in (i) to (iv)
together being referred to as "relevant persons"). The ADSs or
ordinary shares offered in the Global Offering are only available
to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such ADSs or ordinary shares will be engaged
in only with relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents. This communication does not contain an offer or
constitute any part of an offer to the public within the meaning of
ss. 85 and 102B of FSMA or otherwise.
For further information, please contact:
Verona Pharma plc Tel: +44 (0)20 3283
4200
Jan-Anders Karlsson, Chief Executive 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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