Verona Pharma plc (AIM: VRP) (NASDAQ: VRNA) (“Verona Pharma”), a clinicalstage biopharmaceutical company focused on developing and commercialising innovative therapeutics for the treatment of respiratory diseases with significant unmet medical needs, announces today the closing 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 £1.32 per ordinary share, for aggregate proceeds of approximately $80.0 million before deducting underwriting discounts and commissions and estimated offering expenses (the “Global Offering”). Each ADS offered represents eight ordinary shares of Verona Pharma. The ordinary shares were allotted and issued in a concurrent private placement in Europe and other countries outside of the United States and Canada.
The ADSs began trading on the NASDAQ Global Market under the ticker symbol “VRNA” on April 27, 2017. Verona Pharma’s ordinary shares are admitted to trading on the AIM market of the London Stock Exchange (“AIM”) under the symbol “VRP”. 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. As previously disclosed, the Chairman of Verona Pharma’s board of directors, Dr David Ebsworth, and an existing shareholder subscribed for 254,099 new ordinary shares in a private placement separate from the Global Offering (the “Shareholder Private Placement”) contingent on and concurrent with the Global Offering. 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 47,399,001 new ordinary shares in the Company to be issued in the Global Offering, together with the 254,009 new ordinary shares to be issued in 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 a.m. (British Summer Time) on May 3, 2017. Following the closing of the Global Offering and completion of the Shareholder Private Placement, the issued share capital of the Company will be 99,014,164 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, the Company, 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 (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 email@example.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.