Verona Pharma Announces Pricing of Global Offering and Approval to List on the NASDAQ Global Market
April 26 2017 - 11:13PM
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 £1.32 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.
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.
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 (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 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 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 / Natalie Garland-Collins |
veronapharma@fticonsulting.com |
|
|
ICR,
Inc. (US Media and Investor enquiries) |
|
James
Heins |
Tel:
+1 203-682-8251James.Heins@icrinc.com |
Stephanie Carrington |
Tel.
+1 646-277-1282Stephanie.Carrington@icrinc.com |
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