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Verona Pharma: - £13 Million Equity Issue, £1 Million Open Offer And Notice Of GM

3/7/2014 8:47:52 AM

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6 March 2014, London – Verona Pharma plc (AIM: VRP), the drug development company focused on “first-in-class” medicines to treat respiratory diseases, announces a Placing, Subscription and Open Offer of up to 637,324,831 New Ordinary Shares at 2.2 pence each to raise up to £14.0 million before expenses.

The Placing involves the issue of 298,750,000 New Ordinary Shares on a non-pre-emptive basis to raise gross proceeds of approximately £6.6 million. The Placing is not conditional upon the Open Offer being fully subscribed and the Placing Shares are not subject to clawback.

The Subscription involves the issue of 292,000,000 New Ordinary Shares on a non-pre-emptive basis to raise gross proceeds of approximately £6.4 million. The Subscription is not conditional upon the Open Offer being fully subscribed and the Subscription Shares are not subject to clawback.

In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in an issue of New Ordinary Shares at the Issue Price, the Company is making the Open Offer to provide all Qualifying Shareholders with the opportunity to subscribe at the Issue Price of 2.2 pence for an aggregate of up to 46,574,831 New Ordinary Shares, to raise gross proceeds of up to approximately £1.0 million.

The Issue Price is at a discount of 36.4 per cent to the closing middle market price of 3.45 pence per Existing Ordinary Share on 5 March 2014.

The Placing, Subscription and Open Offer are conditional, amongst other things, on the passing of the Resolutions by Shareholders at the General Meeting, which is to be held at the offices of SGH Martineau LLP at One America Square, Crosswall, London EC3N 2SG at 11.00 am on 24 March 2014. If the Resolutions are passed, the New Ordinary Shares will be allotted after the General Meeting. Admission is expected to occur no later than 8.00 a.m. on 25 March 2014 or such later time and/or date(s) as WH Ireland, WG Partners and the Company may agree. Neither the Placing nor the Open Offer is underwritten.

Proposed use of proceeds

The Company will use the proceeds of the Fund Raising in part to further the development of RPL554, a novel compound to initially address severe COPD. Three clinical trials will be performed using a nebulised formulation. These studies will guide the selection of an active dose and provide insight as to the therapeutic index. In addition, further pre-clinical studies will be undertaken to continue to prepare RPL554 for larger Phase 2b studies in hospitalised COPD patients. It is expected that the key data from these activities will be reported during 2015.

The proceeds will also be used in part for additional pre-clinical work to prepare VRP700 for the next series of clinical studies in patients with chronic severe cough. In addition, the Company will conduct a dose-finding study with VRP700 to investigate the relationship between dose and effect in patients. It is anticipated that data from this study will be reported in the second half of 2015.

Copies of the Circular will be posted to Verona Pharma Shareholders today. The Circular is also available for download on the Company's website:

Dr. Jan-Anders Karlsson, CEO of Verona Pharma said:
“I am delighted at the strong demand for shares from institutions in both the UK and US for this proposed fundraising, which was significantly oversubscribed. We intend to progress our lead pipeline asset, RPL554 in further Phase 2 studies, as soon as possible, through the next significant value inflection point. We believe this novel bronchodilator and anti-inflammatory drug has the potential to be an important new option for the treatment of acute COPD, our initial target indication, where currently used treatments are not sufficiently effective. We also believe that RPL554 could be used as a maintenance treatment in patients with moderate to severe forms of the disease. The funds raised will also be used to add significant value to VRP700 by performing pre-clinical work and further important Phase 2 clinical studies in patients with intractable cough. Additionally, we continue to expect data from a proof of principle clinical trial with VRP700 in patients with chronic cough in mid-2014.”

“We would like to thank our existing investors for their continuing support and look forward to welcoming our new shareholders to the Company. We are confident that the progress we will make in the medium and longer term will not only result in important new medicines for patients with respiratory disease but will also translate into the creation of significant value for our shareholders.”

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