Verona Pharma Announces Closing of Exercise of Underwriters’ Over-allotment Option

LONDON, May 18, 2017 -- 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 today the closing of the exercise by the underwriters of the over-allotment option to purchase additional ADSs in connection with Verona Pharma’s previously announced global offering of new ordinary shares, comprising American Depositary Shares (“ADSs”) and ordinary shares (the “Global Offering”). The underwriters have purchased an additional 692,385 ADSs, representing 5,539,080 ordinary shares, at a price of $13.50 per ADS, for additional aggregate proceeds to Verona Pharma of approximately $9.3 million and total aggregate proceeds in the Global Offering of approximately $89.3 million, before deducting underwriting discounts and commissions and estimated offering expenses. Each ADS offered represents eight ordinary shares of Verona Pharma.

The ADSs trade 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”.

Jefferies and Stifel acted as joint book-running managers for the Global Offering. Wedbush PacGrow and SunTrust Robinson Humphrey acted as co-managers. 

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 [email protected]; 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 protected].

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.

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