TIDMVRP
RNS Number : 4835D
Verona Pharma PLC
27 April 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 Pricing of Global Offering
and Approval to List on the NASDAQ Global Market
April 27, 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 pricing of its global offering of an
aggregate of 47,399,001 new ordinary shares, comprising 5,768,000
American Depositary Shares ("ADSs") at a price of $13.50 per ADS
and 1,255,001 ordinary shares at a price of GBP1.32 per ordinary
share, for aggregate proceeds of approximately $80.0 million before
deducting underwriting discounts and commissions. Each ADS offered
represents eight ordinary shares of Verona Pharma. The ADSs are
being offered in a registered public offering in the United States
and the ordinary shares are being offered in a concurrent private
placement in Europe and other countries outside of the United
States and Canada (together, the "Global Offering").
In addition, Verona Pharma has granted the underwriters a 30-day
option to purchase up to an additional 865,200 ADSs on the same
terms and conditions.
The closings of the ADS offering and the concurrent private
placement are conditioned on each other and are expected to occur
on May 2, 2017, subject to customary closing conditions.
Verona Pharma's ordinary shares are admitted to trading on the
AIM market of the London Stock Exchange under the symbol "VRP". The
ADSs have been approved for listing on the NASDAQ Global Market and
are expected to begin trading under the symbol "VRNA" on April 27,
2017.
In addition, the Chairman of Verona Pharma's board of directors,
Dr David Ebsworth, and an existing shareholder have agreed to
subscribe for 254,099 new ordinary shares at a price of GBP1.32 per
ordinary share in a private placement separate from the Global
Offering (the "Shareholder Private Placement") contingent on and
concurrent with the Global Offering.
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.
Application is being made for the new ordinary shares to be
issued at the closing of the Global Offering and the Shareholder
Private Placement 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 AM (BST) on May 3,
2017.
A registration statement relating to these securities was
declared effective by the Securities and Exchange Commission on
April 26, 2017. The Global Offering is being made only by means of
a prospectus. When available, 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. Securities may not be o ered or sold in the United
States absent registration or an exemption from registration under
the United States Securities Act of 1933, as amended (the
"Securities Act"). Any public o ering of securities to be made in
the United States will be made by means of a prospectus. Such
prospectus will contain detailed information about the issuer and
its management and nancial statements. This press release is being
issued pursuant to and in accordance with Rule 135e under the
Securities Act.
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 Officer info@veronapharma.com
N+1 Singer (Nominated Adviser and UK Broker) Tel: +44 (0)20 7496 3000
Aubrey Powell / James White
FTI Consulting (UK Media and Investor enquiries) Tel: +44 (0)20 3727 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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