Verona Pharma plc Verona Pharma Plc : Grant Of Options And Rsus And Pdmr Dealings
10 March 2018 - 1:24AM
UK Regulatory
TIDMVRP TIDMVRP
March 9, 2018, LONDON - Verona Pharma plc (AIM:VRP) (Nasdaq:VRNA)
("Verona Pharma"), a clinical-stage biopharmaceutical company focused on
developing and commercializing innovative therapies for respiratory
diseases, announces that it granted the following options over ordinary
shares of GBP0.05 each (the "Ordinary Shares") and American Depositary
Shares ("ADS") and restricted share units ("RSUs") and Restricted
American Depositary Share Units ("RADSUs") to directors and employees of
Verona Pharma under and in accordance with Verona Pharma's 2017
Incentive Award Plan (which is set out in Verona Pharma's 2017 annual
report and 20-F):
-- 1,798,767 options to purchase Ordinary Shares;
-- 36,510 options to purchase ADSs, representing 292,080 Ordinary Shares;
-- 246,570 RSUs; and
-- 3,352 RADSUs, representing 26,816 Ordinary Shares.
Each RSU and RADSU represents an unfunded, unsecured right to receive,
on the applicable settlement date, one Ordinary Share or the equivalent
number of ADSs, as applicable, or an amount in cash or other
consideration. Except where the context indicates otherwise, references
hereunder to the Ordinary Shares shall be deemed to include a number of
ADSs equal to an Ordinary Share. No consideration was paid in respect
of the grant of awards.
PDMR Dealings
Verona Pharma notifies the following transactions by persons discharging
managerial responsibilities ("PDMRs") in its Ordinary Shares through the
grant of options over Ordinary Shares and ADSs and RSUs under and in
accordance with Verona Pharma's 2017 Incentive Award Plan.
Name Options over RSUs and RADSUs
Dr. 868,758 Ordinary Shares 136,986 RSUs
Jan-Anders
Karlsson
Piers 304,063 Ordinary Shares 47,944 RSUs
Morgan
Dr. Ken 10,316 ADSs 1,626 RADSUs
Newman (Representing 82,528 Ordinary Shares) (Representing 13,008 RSUs)
The options over Ordinary Shares have an exercise price of GBP1.46 per
Ordinary Share, being the closing mid-market price on March 8, 2017. The
options over ADSs have an exercise price of GBP11.68 per ADS, on the
basis that each ADS represents 8 ordinary shares. The RSUs also have a
value of GBP1.46 per RSU and the RADSUs have a value of GBP11.68 per
RADSU.
The options, RSUs and RADSUs set forth in the table above will vest as
to 50% of the Ordinary Shares or ADSs (as appropriate) in three
substantially equal annual instalments following the grant date and as
to 50% of the Ordinary Shares or ADSs (as appropriate) in four
substantially equal annual instalments following the grant date.
The notification of dealing form in respect of option/RSU awards for
each PDMR can be found below.
For further information, please contact:
Verona Pharma plc
Tel: +44 (0)20 3283 4200
Jan-Anders Karlsson, Chief Executive Officer
info@veronapharma.com
Stifel Nicolaus Europe Limited (Nominated Adviser
and UK Broker)
Stewart Wallace / Jonathan Senior / Ben Maddison
Tel: +44 (0) 20 7710 7600
SNELVeronaPharma@stifel.com
FTI Consulting (UK Media and Investor enquiries)
Tel: +44 (0)20 3727 1000
Simon Conway / Natalie Garland-Collins
veronapharma@fticonsulting.com
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dr. Jan-Anders Karlsson
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Verona Pharma plc
b) Legal Entity Identifier 213800EVI6O6J3TIAL06
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 5p each
Identification code ISIN Code: GB00BYW2KH80
b) Nature of the transaction Issue of options over Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise Options over 868,758 Ordinary Shares
Price:
GBP1.46
d) Aggregated information N/a (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 8 March 2018
f) Place of the transaction London Stock Exchange, AIM
Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
4 where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 5p each
Identification code ISIN Code: GB00BYW2KH80
Grant of RSUs, each of which represents an unfunded,
unsecured right to receive, on the applicable settlement
date, one Ordinary Share or an amount in cash or other
b) Nature of transaction consideration
c) Price(s) and volume(s) Price(s) Volume(s)
No
consideration 136,986
d) Aggregated information N/a (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 8 March 2018
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Piers Morgan
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Verona Pharma plc
b) Legal Entity Identifier 213800EVI6O6J3TIAL06
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 5p each
Identification code ISIN Code: GB00BYW2KH80
b) Nature of the transaction Issue of options over Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise Price: Options over 304,063 Ordinary Shares
GBP1.46
d) Aggregated information N/a (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 8 March 2018
f) Place of the transaction London Stock Exchange, AIM
Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
4 where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 5p each
Identification code ISIN Code: GB00BYW2KH80
Grant of RSUs, each of which represents an unfunded,
unsecured right to receive, on the applicable settlement
date, one Ordinary Share or an amount in cash or other
b) Nature of transaction consideration
c) Price(s) and volume(s) Price(s) Volume(s)
No
consideration 47,944
d) Aggregated information N/a (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 8 March 2018
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dr. Ken Newman
2 Reason for the notification
a) Position/status Chief Medical Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Verona Pharma plc
b) Legal Entity Identifier 213800EVI6O6J3TIAL06
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial instrument, type of instrument American Depositary Shares ("ADSs"), representing
ordinary shares of 5p each, on deposit with a U.S.
banking institution selected by the Company and which
are registered pursuant to a Form F-6.
Identification code ISIN Code: GB00BYW2KH80
b) Nature of the transaction Issue of options over ADSs
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise Price: Options over 10,316 ADSs
GBP11.68 (representing 82,528 Ordinary Shares)
d) Aggregated information N/a (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 8 March 2018
f) Place of the transaction NASDAQ
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial instrument, type of instrument ADSs
Identification code ISIN Code: US9250501064
b) Nature of transaction Grant of RADSUs, each of which represents an unfunded,
unsecured right to receive, on the applicable settlement
date, one ADS or an amount in cash or other consideration
c) Price(s) and volume(s)
Price(s) Volume(s)
No 1,626
consideration (representing 13,008 Ordinary Shares)
d) Aggregated information N/a (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 8 March 2018
f) Place of the transaction NASDAQ
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Verona Pharma plc via Globenewswire
http://www.veronapharma.com/
(END) Dow Jones Newswires
March 09, 2018 09:24 ET (14:24 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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